My Little Time Lord
by Victorian R. Hellsly
Summary: Friendship is Magic - Little Ditzy "Derpy Hooves" Doo wasn't anything like the other ponies in Ponyville. Maybe it was destiny that led her to the colt with the wild brown mane and the hourglass cutie mark...
1. Chapter 1

A long time ago I was in a serious accident. For several months my wings were useless, I had suffered serious injuries to my organs, and my skull had been cracked open. Even now, years after that accident, years after my recovery, my eyes still tend to move in strange directions and I have a hard time focusing on anything for too long. Day dreaming in the middle of delivering the mail is a bit of an issue for me, and not at all professional, but I get by.

I remember very little about that accident. I was so young when it happened, barely older than a foal, and regardless of how often I try to make her, my mother never talks about it. However, there is one thing I do remember, even through the fog of time and those glimpses of horrible pain.

There was a pony, only he couldn't have been. He was so very big compared to me, and so very scary, and yet… he was my salvation. In the blackness that was that agony he was my light, an unpony-like figure, the silhouette of a monster, set to the glowing of blue and that strange whirling noise I had never heard before or since. He held me, so very closely, so very guardedly, and through the whispers of my crushed lungs, I pleaded for help. The words, those words that he replied with, from a mouth that was not a pony's, are etched into my mind. Forever. Even in my dreams and waking thoughts I hear them.

"It'll be alright. It'll be alright."

The dreams are growing stronger. Something great is coming. I'll tell you about it soon, but first, I need to wake up.

"Derpy! You're late for work again!" Mom cried out.

"Oh damn it! I'm so gonna get fired this time!"

_**THE DOCTOR**_

_**AND  
**_

_**DITZY "DERPY HOOVES" DOO**_

_**IN**_

_**MY LITTLE TIME LORD**_

"Oh my Luna Oh my Luna Oh my Luna!" screamed the little grey pony as she hopped out of her bed. Unfortunately for her she landed face first unto the wooden floor. "OWWWW," the poor filly cried out. Like as if things couldn't get any worse, the last thing she needed was to come to work with a busted nose and a big lump on her forehead.

Although… she could at least use that as an excuse.

"Derpy!" shouted her mother from down stairs, "breakfast is ready for you dear, don't wait up there too long or it'll get cold!"

"Urrgh, enough with the Derpy Hooves thing," whined the pony out of her mother's earshot. Just because everyone else in Ponyville called her Derpy didn't mean her own mother had to too! Then again she never really tried to stop her mom from doing so, but it would be nice if she called her Ditzy Doo. It was her birth name after all!

"Hmm…" she wondered how many times she would have to bash her head against the floor before she could acquire a big enough bruise on her head to get a decent excuse for her lateness. Three or four? Maybe, she considered as her slightly skewed eyes looked on, upside down though she was, at the stuff under her bed. Old letters she had accidentally forgotten to deliver(it was only a couple!), a big beaten box filled with old toys she still liked to play with from time to time(age be damned), a copy of Play Pony(she was just curious, she couldn't ever let her mother find out!), and finally her mailbag(she was worried she lost it) were scattered about, some of which was collecting dust.

Though she tried to focus on the mailbag, her mind began to drift. From time to time she would see it, something strange she could not pinpoint. There was nothing there out of the ordinary. No strange marks or sights to fear or behold, just the feeling of something odd and untraceable. The bag just laid there, as it had since she came home from work the other night, the boxes and letters did not move, did not stand up and smack her, did not even pretend to be alive. Nothing was different, and yet, everything was. Why was it so bright and glow-y in a room that was not a shade brighter than a moment before? And why did she hear it, that noise, that hum that may or may not exist only in her dreams. There was no noise, and yet, there it was…

The figure was there, and yet he wasn't. "Help me…" she whispered silently to the colt that wasn't there. His response, she had heard it before, only... only…

"Sweetheart, what are you doing?" Ditzy Doo's mother asked with an air of a resigned patience. It wasn't like she hadn't seen her dear Derpy doing weird things before… all the time. "Get off the floor hon, not only are you late for work but your breakfast really is getting cold, and employed or not I won't have you eating cold scrambled eggs. Now hurry up or I won't let you have any muffins."

Ditzy looked up with a wide smile, "Muffins!"

Tossing the bag onto her back she raced toward the bathroom, already having forgotten the strange little episode underneath her bed. After a quick stop for the usual hygienic routine, the pony checked that her blonde mane was in the right style, that her wings were in working order, that her mail hat was on right, that her eyes weren't too crossed/wobbly, and that her bubbles cutie mark was still there(you never know, they may pop at any moment).

She was just about to run out of the house when her mom stopped her. "Breakfast first."

"But mom!"

"No but mom me, breakfast first, the mail can wait. Besides, you're getting pretty scrawny again and you know I don't like that."

How many ponies her age still had to listen to their mothers? Ditzy sighed. She smashed her face into the plate, ate the entire meal in one gulp, and practically eating the glass as well, gulped down the milk within.

"Derpy!"

"Bye mom!"

"Oh sweety, watch out for birds! And don't talk to strangers, and if you see any griffins just fly the other way, and-"

Ditzy was too far up into the air to hear what her mother was warning her about, but she could guess. "Don't crash into Princess Celestia's royal carriage," she mimicked, "don't let the bag catch fire, don't deliver the mail to the local dragon. Gosh, I only did those things a couple of times, and suddenly that means I have to keep being reminded. What was that other one? Don't…. don't… don't fly into the trees!" Ditzy huffed. "Like I would do that again." The next moment she found herself crashing face first into a tree.

"Owwww…"

It was interesting how familiar the pain was. She could have sworn this was the same tree she had rammed her face against a few days ago. And a few days before that, and a few days before that… All the branches and little crooks sure hit her the same as she went down, that was for sure. If this really was the same tree, she reckoned, she should end her fall by landing tail first onto the big rock at the bottom. "And… THERE it is." More pain. She would have to remember to mind that tree. She still probably wouldn't though.

It would take her a few minutes to recover from the collision. After all, crashing against a tree at her top speed was no fun feat. It didn't help that she was amongst the fastest fliers in Ponyville. Sure, Rainbow Dash could run circles around her, but she wasn't a postal worker, was she? No, her job was secure so long as she didn't epically screw up… again.

"Look at all the pretty trees…" marveled Ditzy. So much green, so much beauty. The Everfree Forest was unlike any other place in all of Ponyville, perhaps in all of Equestria even. Everything was so wild, so free. No need to worry about jobs here… just the sea serpents and manticores and minotaurs and the Ursas. And, though maybe she should've been, she wasn't afraid of any of that. No, she was different from the other ponies, and not just in that regard. "Somewhere out there the royal carriage is mocking me."

"Now what are you on about this time, my dear Ditzy?" said a voice.

"Oooh a talking Ursa. Major or Minor?"

"Neither major nor minor, and definitely not an Ursa. It's just me, out for the daily constitution, finding you out here once more. Your head all right?"

"Doctor," she stated. It was the brown coated earth colt with the wild, even darker brown mane, with those piercing blue eyes, and that hourglass cutie mark. It must have been over the twentieth time she was found in this particular condition by him. He was never particularly mean about it though. "Pretty."

The Doctor laughed. "Well yes, I do happen to think I'm rather pretty. Handsome works too of course."

"No, I mean your bowtie."

The Doctor looked downward at his own neck. "It seems that I am not wearing a bowtie. Have I ever worn one around my pony neck? Don't think I ever have."

She knew he had at one point, even if he didn't now, even if she had never seen him wear one before, and even if he had never mentioned having worn one ever. He used to think bowties were so cool. Not anymore though, and that was a shame. "Why are the wastebaskets upside down?"

"What?"

"The wastebaskets. Metal wastebaskets. They're moving. They scare me, even though I don't know why."

"I'm not quite sure what that means, but I do like that you constantly leave me guessing."

Ditzy got up from the dirt, shaking off the dust that covered her and the mail bag. "Walk with me?"

And of course he did. It seemed to have become part of their morning routine. She'd smack into that one tree, he'd find her there, they'd go for a walk and have a little chat. A couple times they did all that sans the smacking into the tree part. She liked those meetings the most. Much less head pain.

"So, my dear Ditzy Doo," he started as he walked by her side, "you seem to be a bit more agitated than usual, feeling under the weather?"

"Huh?" asked a blank Ditzy. "Oh! I dunno, today's been strange. I had a weird dream, and then I think I spazzed out when getting my stuff for work. I was looking at my bag, and it… it was weird, cause this time I just knew it was different. I don't know how exactly, it was just a feeling. It happens to me sometimes, and today, I feel scared. I'm so scared, even though I don't know why."

The Doctor was about to speak when he was quickly interrupted. "It's almost ready, it's like, the wood isn't real but it's there now, for when you have to go. Jack misses you but he's going to be confused. Wait, he is and he was and will be? How's he all three at the same time? He'll get over it though. Why doesn't he have any fur? I have to go work Doctor, take care! Hello Doctor! It's nice meeting you here, I saw you here before, like three days ago I think. I hit that tree over there and you were very nice, but very strange. Oh well, I can't talk right now, I have to go to work, I'm gonna be late! Why doesn't he have any fur? Good bye, talk to you later!"

She was about to leave when she suddenly stopped and stared at the very confounded colt. The Doctor was about to talk when he was quickly interrupted. " Oh hello Doctor! No time to talk I have to go to work! You're so weird!"

"Now I'm the weird one? I don't think you were here for the conversation we just had."

As the little grey pony set off into the air, the little brown one watched her fly away. When the little pegasus filly was nothing more than a little dot in the big clear sky, he sighed. "That was particularly strange, even for her." His face grew tense and his thoughts grew darker. He paced back and forth as he was apt to do when in a deep concentration. "Metal wastebaskets, that can't be good at all." As the little grey pony flew from the Everfree Forest, so did the little brown pony run deeper into it.

* * *

"They're going to suspend me, oh I just know it."

After work, it was out in the lush fields of Ponyville that Ditzy Doo laid, on the grass, depressed over what she was sure was the last straw. The earful she got for being late for work again had been quite embarrassing. Though she still had her job, so wasn't sure for how much longer. Rainbow Dash, a few feet away, was busy kicking a ball. She claimed it was good for the hindquarters.

Rainbow Dash smacked the ball hard, sending it flying high up into the air. "Whoo hoo, look at that fly, I bet it'll hit the clouds this time. Oh yeah, I'm so awesome."

"Dash," exclaimed Ditzy, "pay attention to me for once, it would help if you, you know, helped me with my problem." Rainbow Dash had never been a particularly attentive friend to her, though then again, she was among a very small group of ponies even willing to hang out with her. Not including her mother or the weird Doctor, of course. The other person, recently added into that group, was Pinkie Pie.

"I'm paying attention to you Derpy," said an enthusiastic Pinkie.

"Thanks," she said with a smile, "what do you think I should do?"

"Well isn't it obvious? This calls for a PARTY! They're great for networking, you'll get a new job in no time!"

Ditzy giggled. The happy little pink pony was someone she had just very recently become acquainted with. In truth they weren't really friends, at least not yet anyway. She was one of Rainbow Dash's friends, and had been ever since the whole thing with Nightmare Moon. Dash however, Ditzy had known since their days at the flight academy. They hadn't been friends back then. In fact, Dash's friend Gilda, a fierce gryphon, had been her tormentor during the entire time she attended that school, and Rainbow Dash hadn't been, and to this day, still wasn't, above pulling the occasional prank on the grey pegasus pony. She had matured a bit since those days. Well, just a bit, though she wondered if the only reason Dash hung around with her was because she was among the very few that could almost keep up with her in a race. Well, through the air anyway, there was at least one pony in Ponyville that could match Dash in a ground race. At the very least, she was one of the few that called her by her real name. Pinkie Pie hadn't yet shaken the habit of calling her by her Derpy Hooves nickname, though hopefully she would at some point.

"Networking smetworking," said Dash, staring up at the sky, "if you get fired I'll land you a spot clearing clouds. I always told you the mail thing was a lame idea."

"And clearing clouds isn't?" asked a uncharacteristically sarcastic Ditzy.

"Uh, no, for one thing, there's plenty of downtime, and for another, I get to work on my technique. Trust me, postal service, that's not gonna get you anywhere. Like me, I know cloud detail isn't my future. One day, I'll be the top pony of the skies. Oh! Here it comes!" As the ball fell back to the earth, Rainbow Dash twirled with all the speed and athleticism she could muster. Ditzy watched in admiration. She was so beautiful, a rainbow in perpetual motion, that face so determined, so strong. The blue pony hit the ball with all her might. Up it went again, into the air, till she could no longer see it. "Ha, Wonderbolts, here I come!"

_And what about me?_ Ditzy wondered, _where am I going?_

"Hey, do you guys know anything about the Doctor?" Ditzy asked the both of them.

"Doctor Who?" asked Pinkie Pie.

"No, not that doctor, that one guy with the hourglass cutie mark and messy hair. You know, the one that's just 'Doctor'."

"Oh that Doctor! He's so dreamy!" giggled Pinkie Pie, hopping up and down in delight.

"More like crazy," said a distracted Dash, "he's always out in the Everfree Forest, hanging out with who knows what. All I know is that he moved into Ponyville back when I was a little filly. Applejack says he's decent with a snow plow, but other than that who knows? Even Zecora thinks he's weird."

"Weird isn't so bad," interjected Pinkie, hopping on top of Ditzy's back, "A lot of people think me and Derpy are weird, and I'm not even sure why!"

"The metal wastebaskets are almost here," affirmed Ditzy enthusiastically, even as she collapsed under the weight of the other pony.

Ditzy didn't even realize what she had just said. The other two looked at her like she had grown an extra head. She had become accustomed to this: from time to time she had a strange habit of saying and doing strange things she couldn't quite recall saying or doing. Like, one time, she had gone trotting about town muttering about pulling a thorn from a manticore's paw, another time she had been found crying relentlessly for no discernible reason. When asked why, she could only sob out for a rose. They were things that she either could not remember saying or doing, or things she remembered saying or doing only because they made sense at the time. Though she was surprised that even Pinkie Pie was just as confused. Given that filly's reputation for her own brand of weirdness, she must have said something remarkably bizarre.

Never the less it seemed to make some sense to her. "Oh wastebaskets, that's a great idea, we can promote environmentalism, that can be the theme for the party! Besides making sure you get a new job of course. Wait, can a party have two themes? I don't know if that's a good idea. I know! We'll have two parties! But not at the same time, otherwise there won't be enough people for both. Now the question is, which party should we have first? Derpy, can you delay getting fired for a while? I think that might help the party schedule if you could."

Dash rolled her eyes. "Yeah, nothing weird about you two." The ball came back down, and Dash, with a loud grunt, smacked it back towards the clouds. That filly definitely had some powerful hindquarters. "Why are you asking us for? I thought he was one of your friends. If anyone knows anything about him, it should be you. Honestly I thought you were two were already a couple or something. I mean, it's not like everypony doesn't already know you two hang out in the Everfree Forest."

Ditzy hadn't realized everypony had taken notice. It made her blush. "He's not my boyfriend, I just see him in the forest from time to time. There's a tree, and while I'm flying over through the Everfree Forest, CRASH! It hurts every time but it's not like my mom has to tell me to avoid it, right? It's just that sometimes I forget. And that's not fair, he looked better when he wore a leather jacket, you know? But that was before he had hooves." She realized she was making no sense. And why wouldn't he have hooves? He was a pony after all. "I mean, I see him in the forest sometimes but it's not like we plan it, he's just there at around the same time, and, he's very nice, when you get to know him. Strange but nice. We talked today, but I can't remember what about. That happens a lot when I'm around him, it's very strange. It was especially bad this morning for some reason. I'm sure it was a nice conversation though because I really want to talk to him tomorrow."

"I think you like him," said a teasing Pinkie.

She could feel her face grow even more flushed. "No… that's not what I meant."

"You should soo invite him to the party, I think you two would make a great couple! Even though he might be a little bit too old for you. Oh, maybe that's how you like your colts. Kinky."

This made the grey filly blush even more. "Come on Pinkie, stop that, it's not funny."

"Well then, I'll invite him to the party for myself, he really is so dreamy!"

That didn't seem right either. An unexpected pang of jealousy stung her heart. "I didn't say you could do that…."

"Aww, you really do have a crush on him then, don'cha? Parties are great for getting to know your new boyfriend!"

"Pinkie…"

"Enough with the girly girl stuff," said Dash, finally letting the ball hit the ground, "Ditzy, bet you 20 bits you can't get to that cloud before I do."

Of course Dash was going to win, she always did, but she'd rather lose to Dash again then turn pinker than Pinkie Pie. Besides, Dash had a habit of not collecting winnings. "You're on!"

As the two shot off into the sky Pinkie Pie continued to hop up and down in delight. "Oooh I'll go plan your party Derpy, see you later!"

What was it about the sky that made Dash so passionate? To Ditzy, flying was the same as walking. Sure, she was capable of doing what two-thirds of other ponies couldn't do, but honestly, up here, in the sky, it was just blueness and clouds. It was in the evenings that she liked the sky the best. The sparkling of the moon and the stars, so high above, out of reach even for the fastest of ponies. As far as she knew, the Equestrian Princesses were the only ones that had ever even been to the moon. How she envied them, not for their power or beauty, though that they were, but for what they could do. So high up… so far up past everything… to touch the heavens… what would she give for that? She had tried of course. One time she had gone so high up that she could have sworn she was close enough to actually touch the moon. Her wings had begun to freeze and her lungs had gasped for air, but she had been so close! She had awoken a minute later finding herself barely able to pull out of a nose dive. Apparently going that far up causes black outs.

Of course, as predicted, Dash was winning, no matter how hard Derpy tried to catch up. Dash could be lazy, and she could be immature, but when it came to the sky she was like no other. When Ditzy had accidentally gone North instead of South to get the birds, it was Dash who had doubled timed it and fixed everything. It was she who could single handily clean out an entire sky of clouds in 10 seconds flat. And it was she, who without a doubt, would one day earn herself a spot on the greatest team of aerial flyers in Equestria.

Ditzy screamed, had been screaming. For how long she wasn't sure, she didn't even realize she was screaming until Dash stopped, and turning around, stared at her with an expression of complete confusion. But it wasn't enough. "GET OUT OF THE WAY, GET OUT OF THE WAY!" Her heart was pounded, her wings flapped madly and frantically, her whole body shook in midair. "THEY'RE HERE, GET OUT OF THE WAY!"

Rainbow Dash did not move. She stared at the insane pegasus pony charging in her direction. "Who's here? Ditz, what's wrong?" Dash asked before letting out a huff, "and I thought Pinkie was random." Something was behind Dash, something big enough to cover the blue pony in shadow. A giant flying saucer was descending from the sky, parting the clouds in its wake. "What is that…?"

"DASH! Screamed a horrified Ditzy. The saucer fired what could only be described as a loud, whizzing bolt of green lightening, almost vaporizing Dash. Ditzy barely managed to push her out of the way.

The two flew back as the saucer stopped its decent, still hovering hundreds of feet above the ground. A door slowly slid open, revealing a bright light and a dark black figure at its doorway.

"Wha- what is that?" asked the terrified blue pony.

"The metal wastebaskets are here."

"The what?"

Ditzy was in that strange trance again, the same one that scared the other ponies, and the same that could still freak Dash out from time to time. The rest of her body was perfectly normal and her words were expressed as they should, even though they made no sense. It was the eyes, those dilated, shocked crossed eyes that otherwise, while still crossed, were usually filled with her regular, wild liveliness. It was the trance that told other ponies to stay away, the trance that was known to give ponies nightmares and encouraged ponies to avoid her while she was delivering the mail. "The upside down metal wastebaskets, they're here, they're going to kill us all."

"Ditzy, what are you-?"

The figure moved. The sunlight gleamed off the metallic surface of the figure. It glittered like golden iron, it sorta did resemble an upside down wastebasket. It flew in the air but had no wings, it had no legs, only an egg beater and a plunger for arms, and a single long telescope for an eye. The thing had neither hair nor mane nor tail, nor even any signs indicating that it was even alive. What a comical being, one may think. And yet, despite its weird appearance, the sheer horror Ditzy felt was unparalleled.

The wastebasket machine turned its lone telescope eye toward the two pegasus ponies. The nightmare that would befall Equestria would begin with the shriek of a single cruel word.

"EXTERMINATE!"

_**To be continued**_


	2. The Dark and Endless Pony Night

Where they came from no one knows. One day they simply rained down from the sky, leaving death and destruction in their wake. So much death, so much terror. The hospitals in Fillydelphia and Canterlot are filled with the dying, the dead, the shocked. I've looked into their faces, and I've seen the fear in their eyes. The children cry out for their mothers, the mothers for their children. They look to me to make it better, they turn to me for guidance, and I just don't know what to do.

The enemy is like nothing I've ever seen before. They are surrounded in armor more powerful than dragon scale, their weapons are beyond anything any gryphon or pony can muster. Magic is useless, so far all attempts by even the most powerful of unicorns has failed. What are we to do?

It has been long since such suffering has befallen Equestria. I weep for my subjects, I weep for all my children, both dead and missing, I feel the stab of pain in my heart, even as I hide my agony, even as I prepare for war. The sun has gone down, I have seen to it, and in its place my sister's charge has risen high to light the land as a vigil. I have decreed that for as long as the evil metal scourge occupy the fair town of Ponyville, as long as the race of Dalek and whatever else they may bring harms a single pony, the sun will remain set, and we will fight as we have never before.

As I stand before the assembled army of unicorn and earth pony and pegasi, clad in armor and brave, I tell them all this, I tell them that we will fight to push the darkness from our lands, that the eternal sisters of Equestria, that I, Princess Celestia, and my dearest sister, Princess Luna, will lead the charge. "And we will rescue the captured," I tell them, "and we will stop the murders, and together, Equestria will show its true strength, and we will prevail!" I tell them this, and they cheer, and I'm almost inclined to believe it.

The largest army in over a thousand years is assembled before me, ready to give their lives, to fight a war that will forever mark either victory or defeat. The army begins to march in formations not used in a thousand years, with weapons they have not used outside of practice, roused for a battle they are not ready for. I return to my chambers, alone, and with the glistening of metal against my breast and a helmet of gold upon my crown, I weep in silence. "Sister," I say, upon hearing Luna enter my chambers, "I'm sorry, but I said I wanted privacy, please respect my wis-"

"I am sorry to intrude your Majesty," says a strange voice, a male voice, much to my surprise and growing indignation, "or is it your Highness? I can never get these straight. One time I addressed the Queen of Raxacoricofallapatorius with "My Lady," turned out it was the King, twas very embarrassing."

"Who the Hell are you?" I asked in a rage. How did this colt get into my chambers? This brown earth colt, with an hourglass for a cutie mark, dare to mock me at the hour of war, who the hell did he think-

"I'm the Doctor."

Doctor? What doctor? "Doctor who?"

"Oh no, Doctor Who is in the infirmary patching up the wounded. Very nice man, gave Apple Bloom a lolipop."

"No, what is your name?"

"Oh, just the Doctor, but I do have a nickname for some reason. Doctor Whoof. Whoof, like as in my hoofs, how silly, why would that be my name? The Doctor works just fine. Oh right! And I'm here to save the world."

**My Little Time Lord**

**Part II**

** The Dark and Endless Pony Night**

Maybe Ditzy Doo should have cried more than she did. She hadn't seen her mother since that first day. She had watched so many die, and worst perhaps, she had failed to save Rainbow Dash. The little grey pony, covered in dust and dirt, dropped to the ground exhausted, sobbing as loudly as she ever had. Had she simply been waiting for the right moment? Was it the shock finally wearing off? They had finally managed to escape the screams of EXTERMINATE and DELETE. But what did it matter? The sounds of the whirling had not helped her this time.

"Help me… please." Where was the monster who could walk on two legs, the creature that had scared her, but had held her with the kindest of embraces, and had told her everything would be alright? No, she was alone, all alone and escaping a war zone, escaping from things she couldn't comprehend.

"Derpy…" Pinkie Pie whispered, brushing the side of her cheek against her blonde mane, "don't give up on me now, we have to keep going."

Ditzy sobbed, "The monster isn't coming,"

Pinkie smiled, "that's right, no one's going to hurt us now, we're safe."

"No, you don't understand, the whirling and the light in that blackness, I see him in my dreams, and he's not coming, no one is."

Even Pinkie wasn't sure what that meant. "Hey, come on, there's help in Canterlot. The Princesses will know what to do, and maybe if my friends are there, we can get the Elements of Harmony working. Even without Dash…"

"Dash…" was it her fault that she was dead? She had tried to save her, she really had, but in the confusion, with so many Daleks in the skies, and so many Cybermen on the ground; how had one become so many so quickly? 'We are the Cybermen, we are the Daleks, you will be exterminated, you will be deleted…' they had kept growling out in electrical roars of hate and efficiency… why hadn't they killed her too? She had left her best, maybe her only friend, to die.

"Get up Derpy, you can't give up now."

"Why?" The end was coming, she could feel it in her bones. Ponyville was burning last time she saw it, and who knows what the rest of Equestria looked like. As for Canterlot, how far was that? They were lost as far as she could tell, and they had been running for so long. No, she was ready to give up and let herself drop dead. There was nothing left to fight for, no reason to continue. From the darkness the metal and steel and circuitry that stomped and flew its way through forest and river, coming to destroy all of ponykind, and maybe even further, would continue still. The onslaught would never end. What could stem the tide? No, there was no hope, it was all dead or dying, like the pony bodies with the missing brains. How far would the army of iron go to subjugate everypony? There was no one to save them, no one to protect them. "Why should we keep going?" she asked the foalish pink pony one more time, through the tears and the pain.

"Because we're here."

Moving her head some, she saw the glittering lights of the great capital city not more than a few feet away, and in the distance, the great cliff side Citadel Palace of Princess Celestia. How had she missed that? "Oh. OH! I was wrong, so so wrong!" She jumped up, toppling over the pink pony with a big hug.

"See?" said Pinkie as she was kissed over and over by an ecstatic Ditzy, "Everything's looking up already. Oh, I know a song that'll explain everything!"

The pony got to her feet, and hopping for joy as a confused Ditzy looked on, she began to sing. "When I was a little filly and the sun was going dowwwwnn,

The darkness and the shadows would always make me frowwwwwn,

I'd hide under my pillow, from what I thought I - hey!"

High into the air she took Pinkie, her eyes momentarily fixated at the moon high above. Regardless of her mental scatteredness she was quite good at time, and as far as she could tell, it was supposed to be three in the afternoon. Only it wasn't, and quite honestly, she thought it looked better that way. The glittering of the stars and glow of the moon met her as she and Pinkie Pie flew to the castle, Pinkie Pie's extra weight be damned! How good it felt, that high up and upper and upper still! _Oh_, she wondered, _is this what Dash used to feel, whizzing through the air like she owned it?_

"Don't you dare let me go!" screamed Pinkie, shivering in her grasp as she dared not to look down.

"Allons-y!" Ditzy cried triumphantly.

"What!"

"Allons-y!" she cried again.

"What does that mean?"

"I don't know!"

"You're insane!"

"Allons-y!"

* * *

When they finally came to land upon the great palace stronghold of the Princesses Celestia and Luna, both the poor ponies were quite at their wits end. But they were there at least, even if they were among hundreds, maybe thousands of other ponies. Refugees from Ponyville, maybe from every city in all of Equestria. "Mom? Mom?" asked Ditzy as she let Pinkie go. She noticed the girl twitching and frozen. "I'll come back for you later, I promise! Mom? Mommy!"

Could she be around here, within the huddled crowds and terrified faces? When the attack started, everything had happened so fast. By the time she managed to get back, her home was already in flames. She hadn't even the time to search before the Dalek swarms had grown from one to an endless sky full of them. And then came the Cybermen….

From time to time she recognized a face or two in the crowd. Lyra and Bon-Bon huddled in a corner, Caramel comforting a sobbing Cheerilee by a makeshift tent, the mayor of Ponyville with her youngest daughter sleeping by her side.

Her boss was still alive (of all the ponies…). She wondered if she was going to get fired for not showing up for work today. Granted, she was pretty sure the invasion of Equestria meant she didn't have to work today, but knowing that mean mare, she was probably still sending pegasi back and forth from Canterlot to Ponyville. Did the Daleks need mail delivery? Maybe she would still have a job once the war ended. She decided not to let her boss know she was still alive.

All around her were the sobs and moans of the grieving and the injured, or of those searching for missing loved ones. But there were also cheers, coming from the great gates of the Palace.

_Maybe she's there_, hoped the filly beyond hope. When she got to the pearly gates she gasped. No, her mother wasn't there; in her stead was an army of ponies and gryphons, thousands of them in glittering gold and silver armor, marching in columns, filly and colt together. Never before had Ditzy seen such a spectacle, she haven't even known Equestria had an army! Perhaps she should of found the site, and the roar of the crowd, and the march of the many, comforting. And yet…

"I'm trying to help you, if you go out there you'll be murdered," cried a familiar voice. Was it her mother? Once again, sadly no, but it was someone she was nevertheless glad to hear. "You have no idea what you're getting yourselves into! Neither do I of course, but that's never stopped me before."

Ditzy was privy to watching the Doctor being tossed out of the princess's palace by two large guards. Other ponies watching the spectacle made way for the Doctor's crash face first into the cobblestone walkway. Still, hardly anypony paid attention to him, who could when there was an army of shininess on the move? Princess Celestia, in armor almost as glorious as she was herself, spoke in a rare, barely concealed rage Ditzy had never head before. It definitely scared her.

"You are insane," the regal princess started, as the few not focused on the army turned to bow before her, "and you will receive help for your condition, but I will not suffer the likes of foals in my home, especially on the eve of war! Guards, make sure he doesn't take another step toward my abode till he's cured. Good day, _Doctor_."

"Doctor!" cried out Ditzy, trotting along the guards dragging him to the nearest pony psychiatric facility.

"Ditzy, you made it!" said the Doctor in return. "I knew you'd be alright. Well sorta, I was hoping you'd be alright, and here you are! A little worse for wear and tear, but aren't we all?"

"Guards," she said, "I know this stallion, he's fine, he's just a little weird, you can let him go now, I'll make sure he stays out of trouble."

"Sorry, no chance," said the bigger of the two, "we're under strict orders to get him, er, treatment."

"Oh isn't that the most wonderful thing about Equestria?" said the Doctor with a smile, "Last monarch I offended, accidentally might I add, tried to have my head removed, and all Princess Celestia wants is for me to get better. Honestly, I've had entire organizations set up by royalty for the sole purpose of stopping me."

"What?" asked the confused grey pony.

"Don't worry about it, just wait for me by the Palace, I'll see you there in a bit."

"Yeah right," said the other guard, "you're not going anywhere for a very long time."

Though the two far larger, stronger looking colts clearly had her friend in a very tight grip, something told her he was far from delusional. He gave her a wink. She smiled. She'd see him again, she somehow knew, and it would be very soon. She left to check on Pinkie Pie's condition.

For hours the stunned pony kept that same blank, twitchy expression on her face. It had never occurred to Ditzy that keeping an earth pony high up in the air for so long would have such an effect on their disposition. Pinkie Pie had always seemed so resilient, from what Ditzy could remember. Maybe the shock of the world ending was too much for her to bare. She decided to stick by one of the last remaining friends she still had, and hoped for the best.

Soldiers and volunteers ran everywhere to and fro, and more and more ponies ran or flew their way to the Palace. Had the entire world truly been taken over? The gossip was hardly conclusive, some said Fillydelphia had burned to the ground, others said the Ponyville was a smoking crater, others ranted something about "cyber conversion", whatever that meant. But there were those who said nothing at all; the fear and pain in their eyes was so intense it made Ditzy want to cry. And still, she had yet to see her mother among the survivors. Had she truly died in the fire? The flames of war, when had the last war even laid its devastation on Equestria? Had there ever even been a war? There had to have been one at some point in the past, otherwise how would she even know of the concept at all? But when, and with whom? When had a single pony, of either sex, killed another(ponykind or otherwise) in the heat of such a conflict?

There was the tapping. At some point, but when she wasn't sure, or even where, there had been a tapping, a knocking, a ta-ta-ta-ta, ta-ta-ta-ta. The dream beat of war had once waged…. somewhere. The sound of the drums, that same rhythmic cry. The Daleks didn't use drums, neither did the Cybermen, at least she hadn't heard any then. Did ponies use drums for war? But when had the last war been? And why could she hear it now? It was like a forgotten call, the ta-ta-ta-ta, ta-ta-ta-ta… the beating for a war that had nothing to do with Equestria, and yet had everything to do with it…

The scarf fit around her rather nicely. The last one she had, had been lost after she accidentally crashed into the Princess's carriage. She wondered if they ever got the dent out. "I will call you Romana, Mr. Scarf," she said, giggling as she looked down upon the cloth covering her neck. And then she turned to gaze into the big blue eyes of the Doctor. For a moment he seemed surprised, and then he smiled.

"Consider it an apology," he said, "I didn't realize how long it was going to take to slip away from My Little Pony friends, they were quite adamant about the whole 'toss him into the nut house and throw away the key' thing. I must be losing my touch."

She hugged him the hardest she'd ever hugged anything in her entire life. The poor Doctor almost suffocated. When she finally let go he went about reviving the shocked little pink pony, still in her twitchy, petrified state. From out of his saddle bag he pulled out a thick pen, or was it a thin flashlight? She gasped as the tip lit up brightly and fiercely in its brilliant ruby red luminance, and was pointed at Pinkie Pie. It was pretty, and yet her headed started to hurt, it was a dull ache she couldn't account for, yet she could ignore it, and marvel at his little gadget.

The ache became a throbbing, the throbbing a pounding, the pounding a blaring roar of everything that was the entire universe rushing in to consume her mind. Everything was different, time and Canterlot were different, the Doctor was different. Rainbow Dash had died a hundred trillion years ago, and yet she had died only a minute ago. But she wasn't dead, she wouldn't be dead for years. She hadn't even been born yet! "The Face of Boe is dying!" she screamed! "The sins of the mothers, I see what they did! The first star, it's forming, oh wow it's so beautiful! OH MY HEAD OWWW!"

Run and run and run, it was all she could do to try to escape the explosion that threatened to blow her head apart. _This must be what Twilight Sparkle felt_, she considered, _when I dropped a piano on her head._ "ONLY TIMES A THOUSAND! DOCTOR HELP ME!"

The Doctor, who had long let the pen drop from his mouth, and yet it seemed like he had left the horrible thing buzzing for a million millennia, spoke to her. What he said she hadn't a clue, but he was soothing, in that way that he could be between his bouts of mania and mean condescension.

"Focus, focus on my voice", she finally heard him say, somehow managing to push through the blinding agony and the tears that streamed from her eyes, "remember your thoughts, remember who you are, tell me your earliest memory, the earliest thing you remember. Come on, a boy, a girl, eating a snack, stubbing your hoof, your parents, something, anything!"

"MY FATHER!"

"Yes, your father, tell me about him, what do you see?"

"FIRE, EVERYWHERE! HE'S DEAD! THE FIRE, AND THE PAIN, SO MUCH PAIN!"

The Doctor grew quiet, holding onto to the filly as she continued to force her speech. It soothed her.

"And then… and then there was the blue and the black, and the whirling noise! And he was there, this strange colt, but… on his hind legs. And he held me… and I asked for help. He told me it would be alright… and then… a flash of gold…"

The sobbing pony opened her eyes, her crossed gaze intent on the Doctor, as intent as a filly with crossed eyes could be anyway. He wanted to say something, to let her know, to explain to her what had happened, not just here, but so long ago. He tried to open his mouth. He was quickly interrupted by the very happy little grey pony. "Hello Doctor, about time you got here, I was worried you really did get locked up. Oh, where did this scarf come from? I will call you Romana Mr. Scarf. Something wrong Doc? Oh look a pen, I want it - OOWWWW, it shocked me, what the Hell?"

"Twitch twitchy twitchy twitchy twitch HFFF! RAINBOW DASH IS STILL ALIVE!" gasped Pinkie Pie. The little filly rose up to all fours in a flash, her breathing heavy whilst her whole body quivered madly.

"Yey she's awake!" cried out the joyous grey pony, hugging the pink one the second tightest she'd ever hugged anything ever.

That the grey filly(and the pink one, for that matter) was alright, he supposed, was good enough for now. There was no point in trying to explain everything when things were getting less dreary. Besides, their outbursts were attracting the attention of just about everypony, and it's never a good thing for everypony to be minding your own business. They moved to someplace more secluded.

"Right," said the Doctor, "information, we need it, and we need it now. What do I know so far? 1 - The Daleks invaded Ponyville. Aright simple enough. 2 - They've stopped at Ponyville, why?"

"They haven't invaded anywhere else? Why?" asked a surprised Ditzy.

"Nope, and if I knew why I wouldn't need to ask. Daleks have conquered much larger, much more advanced civilizations than this one and much more quickly, so why so slow? 3- They're taking prisoners. Why are they taking prisoners?"

"They aren't taking prisoners," said Pinkie Pie, "it's the Cyberman that are taking prisoners."

"Cybermen? What Cybermen? How do you know about the Cybermen?"

"Simple, they keep mentioning their names over and over and over and over and-"

"OK, so Cybermen and Daleks here, working together, but they hate each other why would they- I don't believe it! Those clever bastards, of all the impossible things they've ever managed, this one really takes the cake. They got out of the Void! Who would have thought! OF COURSE! They had no choice but to work together! And without the Cult of Skaro, the Daleks had no leader, they had no choice but to follow the Cybermen. OH I CAN USE THAT!"

"Um, did you catch any of that?" asked Pinkie to Ditzy.

Of course she hadn't, but it sure sounded important. "But, what about the army, can't they handle the Cybermen and the Daleks?"

"Oh they'll be massacred!," he responded, searching through his saddle bag for whatever gadget he had next, "nothing ponykind has can stop a Cyberman, much less a Dalek. Doesn't help that ponykind hasn't fought a war in a thousand years. Very wonderful achievement of course, not many species can pull that off, but it's also unfortunately stagnated your military ability."

"But what about the Elements of Harmony?"

"The Elements of Harmony, isn't that supposed to be a myth?" mumbled the Doctor through the saddle bag.

"No silly, that's what me and my bestest friends used to stop Nightmare Moon from bringing eternal night to Equestria."

"Ah, wasn't here for that, well technically I was, and technically I wasn't, it's complicated."

"He was fixing the blue box," said Ditzy, smiling as she looked down at the large pen, pressed the shiny red toggle with her hoof, and cried out a loud 'ow' at the jolt of pain that scrambled her brain. "Ouch, what was that? Oh, hello Doctor, when did you get here? Hey look, Pinkie Pie's awake, yey!"

Fearing in part for Ditzy's safety, though mostly concerned with the safety of his tool, he moved it out of her reach. As he began tinkering with it, he directed his next request towards Pinkie Pie. "Tell me about the Elements of Harmony."

"Oh, me and all my friends have them, we got brand new jewelry and there were magical powers and we stopped Nightmare Moon's evil plot! They can do anything, because it's powered by friendship and magic! But all six of us need to be together for them to work. But poor Rainbow Dash, I don't even know if they'll work now…"

"Hold one moment," the busy colt blurted out rather abruptly as he pointed the screwdriver back at Ditzy. With the thing between his teeth he muffled out, "Tell me if this hurts."

The little light turned on, and she didn't feel anything at all. He thrust the thing into her mouth and pointed her toward Pinkie. "Wonderful. Ditzy, meet the sonic screwdriver, sonic screwdriver, Ditzy. It's perfectly harmless now, just press down on the little toggle, I need to read the scans. I'd do it myself of course, but the lack of opposable thumbs is quite the hindrance."

"Opposable thumb?" questioned Pinkie, "Gosh, what would a pony need that for?"

"Long story, very long story. Nevermind about it, I thought you said Rainbow Dash was still alive?"

"Did I? Oh my Gosh I did! My Pinkie-Sense, it came through for me again! I don't believe it, I'm so happy!"

"Oh yes," he sighed, "the dreaded Pinkie Pie sense. Had a piano fall on my head because I didn't heed the first time."

Ditzy blushed. It's not like she meant to drop them on purpose. Pianos are really heavy!

"Oh, this is interesting," he said as he read the screwdriver's readings, "looks like you're giving off a huge wave of subatomic energy particles, they're everywhere!"

"Well excuse me Mr. Doctor Smarty Pants, I haven't gotten a chance to shower since the whole invasion started!"

"Annnd if you're giving them off, and Ponyville is due.. that way, then that means…" he turned Ditzy all the way around, straight out toward Ponyville's direction. "AH YES, Huge waves of energy emanating from over there too!"

"So she really is alive!" Ditzy felt a million times better.

"YES! And now I have a plan! I'll infiltrate the Dalek/Cyberman controlled Ponyville, rescue Rainbow Dash, reunite her with you lot, focus the energy of the Elements of Harmony through my screwdriver, use the resulting wave to wipe out both the Daleks and the Cybermen, save the world, and do it all before the pony army gets wiped out. And then a cup a tea afterwards. I like crumpets."

"What about us? What are we supposed to do?" asked Pinkie.

"Twilight Sparkle, Applejack, Rarity and Fluttershy are the other ponies controlling the Elements of Harmony, yes? Because they're leading the charge with Princess Celestia into the heart of Ponyville. If you run now and you can catch up with them. As for you Ditzy, stay here, keep out of trouble, and remi-"

"No," they both said in unison.

The pinked pony hopped over to the colt's side. "I'm not going to abandon Rainbow Dash and I'm not going to leave you all by yourself. Besides, if something happened to you Derpy wouldn't be able to invite you to the Victory Party!"

Despite the deep pink blush on her face, Ditzy spoke as well. "I'm not sitting here all alone, I'd rather die than know my friends are doing all the work and I'm doing nothing to help. And, well yeah, you're my friend too."

_ Is he tearing up?_ wondered Ditzy, noticing a twinkle in his eye. "Fine, but don't say I didn't try to keep you all out of danger. Right then, get close to me." He pulled another strange tool, some sort of thick black bracelet out of his saddlebag, and pressing it every gently with the tip of his hoof, sighed. "Oh opposable thumbs, how we take you for granted. Anyway, this device will teleport us to Ponyville in a second flat."

"What? What kind of magic can do that?"

"Nu-uh, not magic, technology. Got this from a Time Agent friend of mind, oh, must have been a 100 years ago, give or take."

"Time Agent, what is that?" asked a genuinely confused Pinkie, "where did you get all this stuff? How are you a 100 years old? How do you know so much? Who _are _you?"

The brown colt with the wild mane smiled as the time device activated. He turned to both the fillies at his side, his eyes alive with excitement and raw passion. Both could have sworn they saw electricity course forth from those brilliant blue eyes.

"I'm the Doctor."

**_To be Continued._**


	3. The Battle for Ponyville

"You can't do this to me!" I cried, neigh, screamed out! I don't think I screamed this hard when the Ursa tried to eat me. "I'm the Great and Powerful Trixie! Do you hear me? I fought the Ursa Major! The Ursa MAJOR!" Ok, so what if I only fought an Ursa Minor, and ok, so what if I didn't actually win, I'm still the Great and Powerful Trixie, doesn't that mean something to these rust buckets?

This isn't fair at all. It's not my fault I was traveling through Ponyville when all this started, how the Hell was I supposed to know that metal monsters from, um, outer space? I don't even know where these things come from! Like whatever, how was I supposed to know this was gonna happen? Dear Luna I hate this town so much! It was bad enough the first time, the humiliation of being upstaged by some lame unicorn in this backwater town, and now, this, captured by the Daleks so that the Cybermen, these big, two legged metal _men _(what kinda stallion are they supposed to be?) can, can… I can't even think it! On the bright side, at least the buildings aren't on fire anymore.

"You will be processed for cyber conversion," said the leader, the Cyber Commander, drenched in the blood of Celestia knows how many ponies. Already I see it, the table, the one they called the Cyber Conversion Unit, where they, dare I say it, take you apart so they can try and turn you into a metal machine! Oh dear Luna, the nightmares I'll be having for the rest of my life. Oh wait, nevermind, no I won't, because THEY'RE GOING TO KILL ME!

"Please, please don't hurt me, I don't want die!" I sobbed as they dragged me through the dirt like I was nothing. And behind me, all the other ponies they captured, the hundreds they hadn't shot to death during the invasion or hadn't cut up gruesomely yet, locked up behind a huge invisible cage, were huddled together, trembling in fear and watching me go to my doom! I pleaded for them to help me, and how they cowered! Alright, so maybe I wasn't being so very dignified myself but give me a break, they're planning on sticking my brain into a robot body. Me? Of all people, me! "Please, pleasee!"

"You will be the first functioning prototype for the new equine based model," said another one, in that same guttural metal voice they ALL had, "Cyber conversion is compulsory. You will not die, you will be updated. You will no longer suffer the plague of your species. Your emotions will be removed. Cybermen will remove sex and color and class and breed. You will herald the cyber conversion of the entire pony race."

"You will be upgraded," said the Cyber Commander, "you will be designated Cybermare Unit 01 or you will be deleted."

"That's a pretty tacky name," I said. What? It is! "I myself prefer 'The Great and Powerful Trixie the Cyberpony'."

"A modification of your intended designation may be considered."

Well that's a relief. "SOMEPONY HELP ME!"

"Did somepony call for help?" asked a voice. Oh Celestia, or Luna, or anyone! Please let it be a hundred dragons armed to the teeth, let it be a thousand hydras, a million griffons, a million and one ponies! Someone, anyone that can help me! When I turned to see how many it was, I was unpleasantly let down. One little pink earth pony stood in the way of me keeping my beautiful, great and powerful pony body or turning into a stomping metal monstrosity.

"Doctor Pinkie Pie's here to save the day, one song at a time!"

Oh, the horror. "Ha, I'm doomed."

**My Little Time Lord **

**Part III**

**The Battle for Ponyville**

"Dash, yo Dash!" whispered Gilda. She nudged her beak against Rainbow Dash's side. The pony was finally getting her first bout of sleep since her capture. She didn't want to wake her, but she felt she had no choice, considering what was happening outside of the cage. When the nudging failed to achieve the desired result, she decided something a bit more drastic was required.

"Ow, what the hay!" Dash tried to scream out as the gryphon's razor sharp beak bit down on her flank. Gilda covered her mouth.

"It's just me dumbass," replied Gilda, "I gotta show you something, right now."

Dash huffed and folded her wings, having spread them out, back toward her body. "What, another murder? No thanks, I think I'll pass." The filly shivered at the thought of it. She only ever saw one pony go through the cyber conversion procedure. Watching that pony, what they did to her body, and then what they did to her after the conversion failed. _To die like that,_ thought Dash, _oh dear Celestia. _No, once was once too many.

And yet, shielding her eyes only kept the sight out. Nothing could keep the screams of the mutilated and the wails of the multitude of other ponies that did watch from reaching her ears. It churned her stomach, being trapped like this with everypony else, and helplessly waiting for her turn with that horrible machine.

"No you dweeb," Gilda hissed, "it's your pony friend, the pink one."

"What?"

She couldn't believe it. Rainbow Dash had hoped Pinkie Pie and the rest of her friends had made it out alive. They weren't among the captured at least, and she hadn't seen any of them among the dead scattered about Ponyville's ruins. It was bad enough that Gilda, her longtime friend, well once, long time friend, was stuck here with her. But Pinkie… "Oh no, Pinkie Pie!"

On the other side of the cage two ponies tried to keep themselves hidden behind a bush. "When I said 'create a diversion' I didn't mean 'go get yourself killed'," complained the Doctor to Ditzy. Ditzy kept the sonic screwdriver steady as it did its work on the Cybermen shield controls, how ever it was that a screwdriver that didn't have a screwy thing at the end was supposed to work and on a shield controller that didn't have any screws, anyway. The Doctor looked on at Pinkie as he and Ditzy tried to keep quiet as possible. All it would take to be discovered would be for one of the Daleks or Cybermen, any one of them, to turn their mechanical eyes towards them and…

"YOU WILL BE EXTERMINATED!" screamed out a Dalek, pointing its weapon at the vulnerable pink pony.

"No," said the blood drenched Cyber Commander, "you will modify. Obey my command. Do not fire upon the equine."

The Daleks, some five or six and surrounding the smiling Pinkie Pie from above, seemed hesitant. The Daleks finally screamed their response. "WE OBEY THE CYBER COMMANDER! WE OBEY! WE OBEY!"

"Pinkie!" cried out Dash, "what the hay do you think you're doing?"

"Dash!" said a hopping, very happy Pinkie Pie, "I'm so glad to see you! I thought you were dead for the longest while, I was so so upset! That is until I found you were alive. Don't worry, the Doctor's got a plan! Everything's going to be A-OK!"

Dash tilted her head. "Doctor who?"

"Oh silly, we're not doing that joke again."

"Sentient equine creature," said the Cyber Commander, "you will surrender. You will submit for cyber conversion or you will be deleted."

_How fast is this thing supposed to work_? wondered Ditzy as she bit down on the screwdriver as hard as she could. The Doctor kept himself very close to her, she could hear him muttering to himself, his body moving ever so slightly with each turn of his head to and fro from Dalek to Dalek, Cybermen to Cybermen. From the corner of her eye she saw it, a Dalek, turning its blue eye toward their direction and stare directly at her. She knew she was dead, she could feel the blast of its weapon kill her. How long it took for her to realize that it hadn't killed her, that it had turned its gaze away and was casually hovering off in another direction, she wasn't sure, but that realization didn't stop her heart from pounding and her body from shaking.

"It'll be alright, it'll be alright," whispered the Doctor. Why those words were so familiar she wasn't sure, she couldn't think at all with the way things were, but those words, they calmed her regardless. The shield for that portion of the cage shut off. "Be brave for me for just a bit longer, you've been wonderful so far. Go get Rainbow Dash," the Doctor ordered, "bring her here, and then we'll have to think up of a way to save Pinkie."

"Pinkie, you foal, run away!" cried Dash at Pinkie.

"You will surrender. Noncompliance will be considered hostile intent." A good dozen or so Cybermen rose their arms at Pinkie. This would be the part where they would begin shooting, Pinkie Pie knew from first hand experience.

"Ha ha ha!" she laughed.

"Wow," said Gilda to Dash, "I always knew your friend was a spaz, but I didn't realize she was a suicidal spaz."

"Shut up! Pinkie, run!"

"Ha! Ha! Ha!"

"THIS IS MOCKERY! THIS IS MOCKERY!" cried the Daleks, their scoped lenses turning from Dalek to Dalek, all screaming over each other. "YOU WILL NOT MOCK THE DALEK-CYBERMEN ALLIANCE! INSOLENCE MUST BE PUNISHED! INSOLENCE MUST BE PUNISHED! EXTERMINATE! EXTERMINATE! **EXTERMINATE!"**

"Daleks will stand down," growled the Cyber Commander, "I am in command. You will obey my commands. The Dalek contingent will obey their masters."

A single black Dalek turned its eye toward the pony, and then with it's eye at the Cyber Commander, it screeched a response. "WE OBEY."

The Cyber Commander addressed Pinkie Pie again. "You will surrender or you will be classified as a Rogue Element. Rogue Elements are not compatible. Incompatible elements will be deleted."

Pinkie understood what deletion meant. And still she laughed and laughed and laughed. And then she thought of something better to do. "Oh, do wanna hear a song? You guys will love it, I just know it!"

"Dash, Dash!" whispered Ditzy, pulling the pony away by her tail.

"Ditzy!" said a shocked Dash, "what are you doing here?"

"Shut up!" she whispered, "I'm getting you out of here, we gotta move now!" Unfortunately, pull as she might, her teeth were no match for the stubborn blue pegasus's impressive strength.

"But what about Pinkie, she's going to get herself killed!"

"Shut up, no she's not, we have a plan! Moooove!"

"Does your plan involve singing?" asked a skeptical Gilda, directing their attention to Pinkie, who had burst into a song and dance number.

"-Soooo, giggle at the ghosty, guffaw at the grossly! Crack up at the-"

It was a pretty catchy tune, Ditzy firmly decided as she listened to the song. Gild sighed. "Friggin lame-o ponies."

Thunder and lightning rocked the sky, and even from the other end of the town, all of the captured ponies and everything else could hear the roar of the stampede. Pinkie Pie immediately stopped singing, gasping as she realized what it meant.

The Cybermen were about to massacre Pinkie when the Daleks interrupted. "AN ATTACK BY A SIZABLE FORCE OF EQUINES AND GRYPHONS HAS BEEN REPORTED. NEGLIGIBLE THREAT ASSESSMENT. WHAT ARE THE CYBER COMMANDER'S ORDERS?"

The blood drenched Cybermen unit turned away from Pinkie. "All Daleks, all Cybermen," it said, "do not engage equine military with lethal force. Minimal casualties ordered, capture all ponies for cyber conversion."

"WHAT ARE YOU DOING?" screamed a Dalek at the Doctor.

Upon finally being discovered, the Doctor gave the Dalek a great big shrug. "Oh me? No, nothing! Just doing some minor repair work. See, look, you got a hole in your shieldy thingy."

"LIES, YOU ARE A SABOTEUR. YOU WILL BE EXTERMINATED!"

"In that case, Plan B it is!" The Doctor barely managed to jump out of the way of the blast, his saddlebag aflame as the death ray sliced through it . The whole cage system shut down upon being hit by the Dalek's weaponry, and with all the shields down, the hundreds of caged ponies made a run for it.

"EXTERMINATE ALL FLEEING EQUINES. EXTERMINATE! **EXTERRRMINATEEEEE!"**

* * *

_A few moments earlier…_

At the edge of town the pony army on the ground, hiding amongst the trees of the forest, was almost ready, and high in the air the pegasi and gryphons waited in formation, the dark clouds sufficiently concealing their movements for miles. Twilight Sparkle's head hurt. Again she tried with all her might, only to bitterly fail again. Every spell she knew had failed to activate the Elements of Harmony. Twilight sighed as she looked up at her tiara. Next to her was Fluttershy, the poor filly trembling, desperate to hide the tears that ran down her face. How it agonized Twilight to see her friend's pain, and how helpless she felt, knowing she couldn't do anything to alleviate it. Fluttershy noticed Twilight's gaze.

"I'm sorry," she whimpered, hiding her tears behind her pink hair. "I- I'm so sorry. I'm trying to be brave, but- but, I'm such a coward. I'm so sorry everyone. I- I'm so sorry."

Maybe this was the point where Twilight was supposed to give a rousing speech, where she would tell Fluttershy everything would be alright, that they'd find a way, that Pinkie Pie and Rainbow Dash weren't dead, and that once they found them, that they'd be able to use the Elements of Harmony to save Equestria. That was the plan after all. And Twilight was good with speeches.

She said nothing. Rarity directed Fluttershy's tearful eyes toward her chest, holding her gently, letting her continue her silent cries. The white pony kissed the top of Fluttershy's head, gazing down at the sad pegasus, and then met Twilight's eyes. The two unicorns understood, and despite the bleak darkness of that black night, Twilight could see a small, forlorn smile slowly form on Rarity's lips, and saw that her eyes said something very different. It broke her heart. "I'm so sorry," was all Twilight could say without bursting into tears.

On that black night, under the cover of a cloud hidden moon, the army was ready, and in that darkness they could see the glint of metal, they could smell the burnt buildings still smoldering and the rotting flesh of the unburied bodies. The rage Applejack felt was unparalleled. Big Macintosh was among those still missing.

"Now," whispered Princess Celestia. Twilight's mentor had bestowed her the honor of sending the spark that would alert every pony to begin the attack. With the tears streaming from her eyes, she did so. The unicorns fired their arrows, filling the sky with them, the clang of metal resonating heavily through the dead, silent night. The pegasi ordered a volley of lightening, striking the Daleks and Cybermen alike. Any unicorn with the power and skill to do so, cast their own volleys as well.

Princess Celestia rose from the darkness. Spreading her wings open, standing on her hind legs, all her grace and strength in full view of the unicorns, pegasi, earth ponies, gryphons and even the one red dragon amongst their ranks. "May these black days finally end! For Ponyville! for Equestria! CHARGE!" The eternal princess led the way.

The Daleks were not impressed. "LARGE EQUINE MILITARY FORMATION DETECTED. INCOMING CRUDE PROJECTILE WEAPONRY. THREAT ASSESSMENT: INSIGNIFICANT." As the arrows harmlessly bounced off the Cybermen and vaporized before even hitting the Daleks, a dozen Dalek ships descended from the skies. The bolts of lightning had little effect on the Daleks, but did far more damage to the Cybermen.

"All Daleks, all Cybermen," said the Cyber Commander, "do not engage equine military with lethal force. Minimal casualties ordered, capture all ponies for cyber conversion."

"SHOULD WE OBEY?" asked a Dalek to an incoming black Dalek.

"THE PRESENCE OF TIME-SPACE BACKGROUND RADIATION HAS BEEN DETECTED ON A PINK EQUINE WHO HAS MENTIONED A DOCTOR, THOUGH WE HAVE YET TO CONFIRM ANY SIGHTINGS. UNTIL WE ARE SURE, THIS SHAM OF AN ALLIANCE WILL CONTINUE. IF IT HELPS, OBEY AND RELAY MY ORDERS INSTEAD. USE NONLETHAL FORCE, INCAPACITATE ALL AERIAL TARGETS. DALEKS WILL MAINTAIN AIR SUPREMACY, ALL GLORY TO THE SUPREME DALEK RACE!"

* * *

"Delete!" The Cyber Commander ordered. Immediately the Cybermen and Daleks began firing on anything not made of metal.

"AKKHHH!" screamed a pony as a Cyberman took hold of her by the back of her neck and electrocuted her to death. Another had his wing torn off as he tried to fly away. Ponies taking to the air were shot down almost immediately by the Daleks. Through the blood bath, hundreds more ponies managed escaped in all directions.

"Does that include me?" asked a trembling Trixie to the Cyber Commander, whom had kept its tight grip on her throughout the entire proceedings.

"You are now classified as a rogue element, you will be deleted." it said.

Enough was enough. "I am the Great and Powerful Trixie, the most magical pony that ever walked Equestria, I fought mythical beings and lived, and you neig-g-g-gh saying metal loser can go kiss my flank!" That the idea came to her at that moment amazed even the Great and Powerful Trixie herself. Every trick she knew had failed. But this, why hadn't she thought of it before? She cast the spell, managing to kick herself out of the Cyber Commander's grasp before the largest lightning bolt she ever cast struck it, decapitating the robot. White goo gushed out everywhere, she didn't even know they could bleed. But it didn't matter, because Great and Powerful Trixie had prevailed. She cast another bolt of lightning, this one shutting down a screaming Dalek. Another glorious conquest! "I am Trixie the Invincible!"

"That equine has deleted the Cyber Commander, delete her!"

" Eeek! I mean, you'll never catch Trixie the Invincible!" with a puff of smoke she was away, galloping off into the forest.

"Pinky, Ditzy, Rainbow Dash, move!" screamed the Doctor as he pulled the teleportation device out of his burning saddlebag. "Damn it, the blast short circuited the directional controls. I can only teleport to one location and one location only with it like this, but I don't know if the TAR-"

"It's ready," Ditzy interrupted, panting as she made it to the Doctor, Rainbow Dash by her side and Pinkie Pie not too far behind, "the blue box, it's ready." _What blue box,_ Ditzy wondered, why did she keep mentioning a blue box?

The Doctor smiled a brilliant smile. "You beautiful filly, you're magnificent!" He gave her forehead a great big kiss and hugged her. She blushed. And then it struck her. The blue box, his blue box, the one from her dreams and her memories.

"Will everything be alright Doctor?" she asked in a daze.

"What?"

"I- Doctor-"

"Yeah, of course, it'll be alright, Ditzy, it'll be alright. Right then, to the TARDIS it is!"

"TARDIS…" after all those years the blue whirling thing finally had a name. And so did the monster. But he wasn't a monster, that was silly! "Doctor…" she whispered, "it was you…" He wasn't paying attention to her anymore, he was too busy with the teleport bracelet thing, but she couldn't keep her eyes off him. He couldn't be, but he was! Somehow, he was. It was impossible, but the Doctor was impossible, everything he did was impossible, maybe he didn't have to be a pony if he didn't want to, maybe he was a million things and a million faces and shapes, who helped everypony who needed it. But whatever he was, she knew it was him. Those small, simple, reassuring little words echoed in her mind. The tears rolled down her cheeks. "My… Doctor."

The ponies had scattered quickly, and with the Cybermen and Daleks giving chase, the broken cage and the conversion unit were deserted. Their small group were the only ones still there, only, that wasn't true. The Doctor hadn't seen it, the others hadn't, but she had. It was starting to move again, that lone blue eye lens focusing at the Doctor's back as it began to levitate. It turned its weapon toward the Doctor. The teleporter thing was set, but she knew it would kill him before it could teleport him anywhere. She charged, ramming head first into the Dalek's armor. The Doctor only had time enough to outstretch his hoof and try to take hold of her scarf, and watched as it unwrapped from her neck. With a scream, the Dalek, with the grey little pony still on top of it, fell onto the cyber conversion unit, and as the various drills the saws tried to take it apart, the thing exploded, with the poor Ditzy Doo caught in the blast. Before the Doctor could do anything more, he, Rainbow Dash, and Pinkie Pie were teleported out of Ponyville. And Ditzy was gone.

* * *

Though the Daleks were using stun weapons, that didn't mean they couldn't let the pegasi and gryphons they shot fall to their deaths. Hundreds of stunned flyers fell to the ground below, killing any ponies unlucky enough to break their hard descent to the rock and dirt of the forest and town terrain. What few unicorns that knew that right spells tried to slow the descent of the falling, only to be stunned from behind by the ever marching Cybermen, stomping and electrocuting and dragging away their pony victims.

"FOR THE GLORY OF EQUESTRIA!" roared the Princess Celestia, impaling the Cybermen unit through the neck with her golden horn. Its screams reverberating through her dented armor, she saw it try to grab onto her. The rumors had been true then, she realized, they were taking prisoners, for the "cyber conversion". "Don't you dare touch ME!" she yelled. A swift kick to its chest sent it flying and crashing into a group of Cybermen. They fired their weapons at her. It was by sheer luck that she had found the right spell to deflect the blasts, and it was through her sheer force of will and power that she had spread her protection through the entire front lines. But it wasn't enough. The Pegasi and gryphons were too far high up to be protected, and the Cybermen kept advancing, picking off her forces pony by pony, pushing the army further and further back from Ponyville, further and further back from any chance of securing Rainbow Dash and Pinkie Pie, if they were even there, or even alive. The lines were breaking apart, whatever formations that were supposed to exist were gone, having quickly disintegrated after repeated attempts to charge through the Cybermen had failed. And worst of all, the number of Cybermen and Daleks had been grossly underestimated. They weren't merely a few hundred or a few thousand; they were endless.

From the sky she heard the loud boom of incoming pegasi flying so low they skirted the ground, kicking up dust and debris as they went. She and several ponies ducked out of the way as a trio of Wonderbolts speed by, followed by a Dalek saucer in close pursuit. They ascended, and the princess gasped, her eyes wide as the other half of the elite six pony squadron led another saucer into the path of the ascending ship. The crash and resulting explosion rocked the ground below and knocked her and everypony off their hooves. And yet, as she watched the two ships fall into the forest as two fiery balls of flame, complete with a half dozen rainbows coloring the sky, she couldn't help but cheer.

"Princess Celestia!" screamed Twilight Sparkle. She and her friends galloped as fast as they could, trying to dodge the large groups of advancing Cybermen, some dragging away screaming or stunned ponies. Among the captured she saw something so terrible that it stung her to her very heart. One of the Cybermen was tearing the wings of a struggling pegasus off his back.

"What are you doing to my children?" cried the princess. How many had died, how many more would they take away? When would it end? Twilight Sparkle and her friends were surrounded, the exhausted unicorn was no match for the onslaught. "LEAVE THEM ALONE, GET AWAY FROM THEM!"

The white mare, exhausted and bloodied, with one of her wings broken, nevertheless charged the Cybermen in her way. She ran her horn through another one, straight through the chest, and casting a spell, she vaporized every one of the metal beasts within a hundred feet of herself. "Leave them… alone…" she grunted, collapsing to the ground.

"Princess Celestia, Princess Celestia!" screamed Celestia's most prized pupil.

"Twilight…" The princess groaned, dragging herself to the body of the shivering, wingless pegasus colt. She took him into her sad embrace. "Look what they've done to this pony. How dare they? This pegasus, he'll never fly again. He's bleeding to death, I can't stop his bleeding …. I… I… oh no, Twilight Sparkle, what happened to your face?"

Twilight tried to hide the bloody gash that ran from her temple to her jaw. "It's not important, I have bad news."

"Bad news?" giggled the princess. "Like what, that we're losing? I noticed my dearest pupil, I've been noticing…have our forces gotten into Ponyville yet, has anypony found your friends? Oh dear, there's so much blood on my hooves… this poor little pegasus has no wings…"

"No…" said the concerned unicorn, "nopony's made it in… not without being taken prisoner or dying."

"Retreat," Celestia commanded, "order the retreat, have the aerial squadrons take the wounded out, full retreat."

The stomping march of the Cybermen was unabated, and in the air, the princess could tell, the skies were clearly far less filled with the wings of the living. Another gryphon fell to her death. _At least she'll die with her wings…_

"We're surrounded," said Rarity, her body covered in bruises. "The 3rd division already tried escaping, as far as I know nopony made it out. There's no escaping. If we're to die in defense of Equestria, then I will do so with the utmost dignity, I promise you that much, your Majesty."

"Princess Celestia, what do we do?" asked a shaking Fluttershy.

"We keep fightin'," answered Applejack. "We ain't doing much damage, but I ain't keen on going down without some kinda fight."

"Twilight," pleaded Celestia, "I don't want to see you die, you're far too young to die. What do we do? What can I do?"

Twilight Sparkle could hardly see anything, the blood was blurring her vision. She could still make out the figures of ponies as they ran away, or tried to valiantly fight an enemy they couldn't hurt, or ran in circles, or curled up into themselves and screamed as the Cybermen grabbed hold of them and took them away. Up in the sky, the pegasi and gryphons were being massacred, the ground was littered with their bodies. Some were still alive…. and the Cybermen were dragging their broken, barely living bodies away anyway, without regard to their injuries. Whatever thousands on the ground or in the air that were left were being cornered. No room to run now…

And yet she sensed something in the air, beyond the Daleks and the Cybermen and the dying and the saucers above. Somewhere, something was coming. Something… good. "Princess, I have a lesson in friendship I wish to report, if that is alright with you."

Celestia, with the dying pegasus in her arms, and a blank expression on her face, nodded.

"Twilight," interrupted Applejack, "we ain't got time for-"

"Hear me out. I once learned a very important lesson from one of my best friends. She taught me the value of believing, even in things that we sometimes can't quite explain. Tonight I understand that lesson more than ever before." She could hear them approaching, the Cybermen, they were so very close now. Only a little bit more and they would be surrounded again.

"Twilight, we have to move!" screamed Applejack.

The violet unicorn shook her head. She placed herself in front of her mentor, tall and proud, staring down the army of iron and steel. "Even in the darkest of hours, there's still hope, that even in the blackest of nights the sun will rise again, so long as you believe, so long as the bonds of friendship and companionship hold strong. I don't know why, but I believe, with all my heart, and I'm not moving."

Fluttershy, still shaking, tentatively moved beside her friend. "I believe in you Twilight."

Rarity, sighing, never the less placed herself by Twlight's side. "Well then girls, it has been quite the distinct pleasure to have called you all my friends. If this is the end, then so be it."

"Dagnabit," shouted Apple Jack, placing herself to Fluttershy's side, "you know I can't abandon any of you crazy fillies even if I wanted to."

"Thank you girls, you really are my best friends."

"If only Rainbow Dash and Pinkie Pie were here," bemoaned Fluttershy, "if only to say goodbye."

Twilight felt it, the spark of friendship, its single pulse move throughout her body. Her tiara faintly glowed. She smiled at how good it felt. "They're coming. And this is _not_ the end."

The Cybermen stopped right in front of her. One spoke out. "Hear me equine, you will be processed for cyber conversion. You will be upgraded or you will be deleted. Do you surrender?"

The wind began to course, the air grew cool, and she could hear it, the whirling of something incredible. She shook her head. "No."

"Then die."

She closed her eyes and waited for the blast, or the shock, or however it was that they were going to kill her. But it didn't come. Instead there was silence. The roars of "INCAPACITATE" and the shouting came to an end. All was silent, except for that strange, continuous whirling noise. When she opened her eyes, she saw the Cybermen, and the Daleks, and the ponies and the gryphons and even the dragon looking at the same direction. And there she saw it. The blue and white glow of a strange blue rectangular box in the sky. It twirled in the air and vanished and reappeared as if to claim itself as nothing more than an illusion. But it was real, and it was slowly descending, the whirling of the machine growing louder and louder till it finally landed only a few feet away from herself and her friends. A door opened, and she gasped.

"Twilight!" yelled Rainbow Dash as she flew out of the box and toppled the unicorn over. Pinkie Pie shut the door on her way out.

"Oh guys, I'm so glad you're all OK!" said Pinkie. She noticed the deep gash on Twilight's face and the bruises on her friends. "Well, more or less."

"EXPLAIN!" cried the black Dalek, "EXPLAIN, EXPLAIN!

Pinkie Pie shook her head. "I don't have to explain anything. He's the one that's going to explain, not me. And he's not happy. "

"EXPLAIN OR YOU WILL BE EXTERMINATED!"

The new Cyber Commander turned to the pink pony. "You will provide intelligence or you will be deleted."

Their threats didn't scare her, not in the least.

"Ha! Ha! Ha!"

* * *

_Am I dead? _wondered Ditzy. She couldn't see anything. She hadn't realized death would be so dark. And was there something moving in the darkness? Death was starting to turn out to be pretty disappointing. She tried to move her wings. "OW OW OW OW!" Opening her eyes, she saw the dead ponies and the still simmering remains of the cyber conversion unit. The Daleks and the Cybermen were gone. Everyone was gone, even the Doctor… But the sounds of the war had stopped. It was quiet, the roar of the thunderclaps had ended, and the shouting from both sides was no longer to be heard. And high in the air, she saw it, and gasped.

_The blue box. _And it was whirling. It was on the other side of town, and was hardly more than a speck in the sky, but it was back after so many years. Only it wasn't the called "the whirling blue box". "TARDIS…" And he was in there, the Doctor, the pony who was a pony, and yet wasn't. She tried to get up and failed. Her front left leg was broken, she was sure of it, and the feathers on her left wing were burnt away. Too much pain to run and no feathers to fly, and yet she smiled anyway. She knew, once he saved Equestria, that he'd go back for her, and hold her with his arms(if he still could, he didn't seem to have them anymore) and he'd save her again, like he was so good at doing. She would be the Filly Who Waited, just for him. "I'll be right here, My Little Doctor. My Little Time Lord."

In front of her she noticed it. "Oh no," she gasped, "oh no oh no oh no." It couldn't be, no way that was what she thought it was, maybe she was seeing it wrong, maybe it was a copy. But that's silly, no one else had one of those. She tried to use her hind legs, and screamed as her left leg refused to move. _What the Hell else is broken? _she wondered, gasping as she dragged herself toward the sonic screwdriver. The little red tip thing was cracked, she hoped that wasn't important. The screwdriver, it was part of the plan. How, she wasn't quite sure since he talked too fast and never explained what he meant, but he was supposed to stop the Daleks and Cybermen with it. He needed it, she needed to get up and get to the blue box, or the TARDIS, whatever! "Somebody help me!" she cried in a frenzy, taking the screwdriver into her mouth. "Somebody, anybody, take me to the Doctor!"

"I AM YOUR DOCTOR." screamed a horrifying electronic voice. She turned around and saw it, the Dalek rising from the remains of the conversion unit, its eye lens cracked, its egg beater weapon broken and its armor scarred, and despite the damage, it was all the more nightmarish. "ALLOW ME TO DIAGNOSE YOUR CONDITION. PROGNOSIS: YOU ARE OF THE INFERIOR EQUINE SPECIES, CLASSIFICATION: PEGASUS BREED. MY PRESCRIPTION: **EXTERMINATON**!"

"Allons-y!" She charged the thing as it went up into the air. Broken legs and burnt wing be damned, she was going to give the Doctor his screwdriver.

"DISLODGE YOURSELF! DISLODGE YOURSELF!"

"Take me to the Doctor!" she said, with the screwdriver still in her mouth.

"REMOVE YOURSELF FROM MY EXTERIOR. REMOVE! REMOVE!"

"Never, never ever ever!"

The metal monster continued to elevate. However much he tried to shake and tilt she wouldn't let go. To the clouds did the Dalek hover up, the filly almost letting go as a bolt of lightening almost hit the Dalek. And still higher it went, leaving the cloud cover, and high above, the stars and the moon shone brightly.

"IF YOU WILL NOT VOLUNTARILY DISLODGE, THE LACK OF OXYGEN WILL DO IT FOR YOU."

And she could feel it, how difficult it was to breath, how much harder it was to think, the frost starting to accumulate on her body. It felt like she was breathing in snow flakes. They were so close to the moon now, so unbelievably close… she could feel herself about to pass out… The moon had a hoof print on it. Of all the places to find a hoof print, so far up in the sky, it was unbelievable. The little grey pegasus was in awe. Was it Celestia's, or Luna's?

She hopped off the Dalek, flapping her one good wing, shattering the accumulated frost on it, and she touched it. Despite how numb her front leg was, she felt the surface of the moon. Of all the strange, strange creatures she had come across, had seen face up or had only known in her dreams, of all the horrors she had experienced, real or imagined, or all the wonderfulness, again real or imagined, this was… "and now, to the stars."

She was falling. She was awake, but she was also falling. Her burnt wing wouldn't move from her side and her other wing would probably break if she dared to open it. But she could control her fall, and she could see the ruined little Ponyville. Toward that direction she directed her descent. One way or another the Doctor would get his screwdriver back.

Where the gryphon came from she wasn't sure, but she saw her just in time to secure the screwdriver between her teeth. "Stupid friggin suicidal lame-o ponies!" cried out Gilda, "you have no idea how lucky you are that you're one of Dash's friends or I would have let your idiot ass fall!" Gilda's claws dug into her flesh, and she was sure she was bleeding from the punctures, but it didn't matter.

"To the Doctor! ALLONS-Y!"

* * *

"My Princess, are you alright?"

Princess Celestia looked up at Twilight. The violet unicorn had finished healing the wingless pegasus in her embrace. He was unconscious, he was trembling, and he would never fly again, but at least he wouldn't die.

"Y- yes." she said, getting to her hooves, "I don't know what happened, I think I-"

"It's alright," Twilight said with a smile, "I understand."

"Then can someone fill me in?" asked Rarity, trying desperately to get the knots out of her tail, "Because I certainly don't understand."

Rainbow Dash and Pinkie Pie, donned in the necklaces of the Elements of Harmony, bowed.

Celestia gasped. "The spirits of Elements of Harmony are together… how?"

Twilight shook her head. "I don't know, but like I said, sometimes you just gotta believe. And I think we might have a friend we weren't even counting on."

Twilight pointed toward the blue box_. Did the entire battle stop for that? _Princess Celestia wondered. _What is it? _The door opened, and out came a familiar sight. "You!" exclaimed the princess. It was the insane colt, the Doctor, with a scarf around his neck. "How are you- what are you- who are you?"

The question was echoed in the face of every pony and gryphon around and above him, the Doctor knew this. 'IDENTIFY!' screamed the Daleks, 'Identify!' shouted the Cybermen. He didn't like to brag, well not particularly, but it seemed he didn't have a choice this time. Without his screwdriver he wasn't sure the Elements of Harmony would do enough against the combined Dalek and Cybermen forces. Maybe it would get the job done after all, but, just in case… it seemed a Plan C was necessary.

"Pinkie Pie, dear," he said as he casually tossed her a megaphone, "hold that for me, thanks."

"Anything you say Doc!"

"Hello," said the Doctor through the megaphone as the whole battlefield watched, "hello? Is this thing on? Perfect! So, who am I? Identify? So many people, so much curiosity. How I LOVE that! You have to admire it really, even coming from a Dalek or the Cybermen. All right then, since everyone's that interested, let me be so formal as introduce myself to the lot of you. Hello Daleks, Cybermen, pegasuses, or is it pegasi? Unicorns, earth ponies, the royalty of Equestria minus Luna, where did she go? And hello to, what I dare determine is a sizable number of griffons, and, a dragon! It's a fully grown dragon, where the Hell did he come from? Why, isn't that something! Anyway, hello everybody on this very beautiful evening, and what an evening it is for a war! Except that there won't be any more fighting. No, not on my watch, and let me tell you why."

"IMPOSSIBLE, YOU CAN NOT BE THE D-"

"SHUT UP! YOU WILL LISTEN TO **ME**! But you Daleks, how clever are you, you stupid, stupid creatures? Getting yourselves out of the Void, who would have figured it? Quaking in your little wastebaskets yet? I don't look the same do I? Do I? Look at me, I'm half the height of my last incarnation, and I'm not even the same species as before! Can you believe that? Regeneration, what a dodgy process that is. Remember when I was a woman? Oh wait, that was the other set of Daleks, never mind, but I was a woman once, so sorry you had to miss that. Anyway yeah, look at my little pony ears and my little pony hooves, they clop when I run! Listen! Clop clop! Isn't that cute? Oh, and I don't even have to wear clothing, they're entirely optional! So yes, here I am, a tiny little brown furry pony with a really, really screwy mane and a tattoo of an hourglass stamped onto my arse. Aren't I just the most cutest, completely innocuous thing you ever saw?"

From the corner of his eye he saw it, the little dot in the sky, approaching at an incredible speed. Twilight and her friends noticed their elemental jewelry growing ever brighter. The Doctor grinned, and continued.

"Only you know better. Oh yes you do. It's the reason why you haven't burned down every city on this planet, it's the reason you're allied to a lesser species like the Cybermen, it's the same reason you've been so politely quiet as I ramble like a madman! You want to know who I am? You already know, don't you? But just in case you have an IOTA of doubt, allow me to finally introduce myself.

I. AM. THE. **DOCCTOOOORRRRR! **And you, my worst enemies, I ask one thing from you. Run. Now. Save yourselves, cause you're not getting another chance."

"EXTERMINATE THE DOCTOR, EXTERMINATE!" The Daleks screamed.

"Delete the Doctor!" shouted out the Cybermen.

"Hold- hold one moment!" he said, hopping out of the way of the incoming gryphon and her pony payload. "back to Plan A it is then. Before you go about your business of trying to kill me; firstly, remember that I tried to warn you. Secondly, do be so courteous as to allow me to introduce a good friend of mine."

"Ditzy!" cried Rainbow Dash.

"Quite right Miss Dash. Daleks, Cybermen meet the lovely Ditzy Doo, Ditzy Doo, press the toggle sweetheart!"

Gilda dropped the wounded grey pegasus pony, and Ditzy, with her crossed eyes and the sonic screwdriver in her mouth, ignored the pain in her left legs. Big deal, the Doctor told her to press the toggle, and press the Celestia-damned toggle she would.

_Click_

The concussion of so much energy focusing and intensified through so small a tool instantly knocked her out. Nevertheless, the pure, colorful rainbow wave of energy spread like a wildfire amongst the ranks of the Daleks and the Cybermen. Every pony and gryphon and even the lone full grown dragon amongst their ranks was spared from the rainbow's devastation. Even more, the tens of thousands of wounded and dying, from Ponyville to Canterlot, Cloudsdale, Fillydelphia, Hoofington and everywhere else on the planet felt the magic of the Elements flow through them. Cuts were healed, bones were mended, wings and hooves and eyes grew back in an instant. The screams of the Cybermen and the Daleks were blocked out by the cheers of the victors, and in her joy, Princess Celestia flew up into the cosmos, stripping herself of her armor, and moved the sun to light Equestria once more. How everypony basked in the sun's rays. When all was said and done, an empire of one hundred thousand Daleks and two million Cybermen were wiped off the face of Equestria.

And when Ditzy next woke up, so too was her Doctor gone.

**To Be Concluded.**


	4. The Doctor and the Pegasus

A long time ago I was in a serious accident. I was so very little when it happened, I wasn't much older than a foal. He came to save me in his blue box, an impossible creature that stayed with me for years as a dream. When he came back years later, he saved me again, this time as an impossible pony, as a Doctor with no name.

When I regained consciousness, it was like I had awakened from a dream. The Doctor disappeared again, and nopony knew where he had gone to. Already they talk about him like he's a legend. Throughout Equestria the name of the Doctor hangs in the air of every city and town, and in Ponyville, he is the name that brings us hope for the future. For weeks every city celebrated the heroic doctor and his companion.

Somehow everypony confused me for a hero! The Lady Derpy Hooves, the Savior of Ponyville. I'm never going to be able to get rid of that stupid nickname! I guess you can't get everything in life, but I can live with it. There was a big parade held in my honor, and I was knighted by the Princesses! Me, the Lady Ditzy Doo, a noble, how proud my mom was of me. I can still feel the Princess's scepter tapping my shoulders.

I finally went back home after a few weeks of parades and ceremonies. The ponies of Ponyville rebuilt my mom's house good as new while I was away, so I'm glad mom and me aren't homeless. I'm also planning on going back to work. I'm not sure if I still have a job though, I kinda missed a whole lot of days, and my boss is such a mean mare!

In the meantime I help with the rebuilding of the town and the replanting of the crops. I have so many friends now, even though sometimes ponies still look at me weird when I do something strange. But I laugh it off and they laugh it off and everything is great. Only it's not. Not all the way.

Every morning I go to the Everfree Forest. I take the screwdriver with me just in case he shows up. Actually I take it with me everywhere, you never know when he might come back. And I'm going to make sure he gets it back, somehow. So for a few hours, before I fly over to Ponyville, I sit or I hop around, or I do a little flying, sometimes knocking my head against the tree we used to meet by, not on purpose, and I wait for him.

And now you know the story. I've told you all everything, from the big to the small. And now I sit here, and do the hardest thing I've ever had to do. It's so painful, but I do it with a smile. Because I know him, and because I know him, I wait patiently for my Doctor to return.

**My Little Time Lord**

**Pt IV**

**The Doctor and the Pegasus**

How she kept finding herself crashing face first into the same damn tree she wasn't sure. The bark was even starting to peel off. It wasn't like it was intentional, she just kept forgetting. This happened with far more frequency then she was comfortable admitting. It had been a month since the Battle of Ponyville, and despite being knighted(it was supposed to have made her a filly of proper behavior) not much had changed in regards to her air-headedness. As she fell she expected to hit that same damn rock butt first, like ways. She was shocked when she finally did land. The rock had turned into… a giant pillow. She didn't know rocks could do that. "Wow… muffin!"

"Derpy, you really have to stop knocking into that tree like that. Seriously, that can't be good for your head."

_Derpy Derpy Derpy. How annoying! _She rose to meet the Doctor, face to face, working her hardest to get her eyes to point directly at him. "My name is Ditzy Doo, not Derpy Hooves. I don't care what the rest of Equestria says," she advanced on him, their foreheads so close they almost touched, "And you, you should know better."

The Doctor felt pretty sheepish, being stared down by a rather angry little pegasus, with her angry little semi-crossed eyes. He was going to apologize, he really was, till the filly pounced on him. With a big smile, she licked the side of his face. "It took you long enough! You missed my parade and my knighting, oh and Pinkie Pie's 'Hurrah for Derpy Hooves' bash! But I forgive her. You on the other hand," she nuzzled her head against his chest. _Wow, four heart beats? _"I might forgive you later. Oh, that's right, here you go!"

She presented the sonic screwdriver. It was the moment she had been preparing for since she first found it beside herself. "Here Doctor, now you can go save Equestria! And hurry, we just got mom's house fixed up, we got new furniture and everything, we can't let the Daleks burn it down again!" Finally, Ditzy thought, the metal scourge terrifying the land would be defeated once and for all.

The Doctor looked a bit confused. "Hmm, I believe Equestria was already saved from the Daleks."

Had it? "Oh… what about the Cybermen?"

"I believe from them as well, yes."

"Oh…" It had, hadn't it? "Well anyway, this is for you." And that, she believed, was dedication. Provide the name of even one mail pony that had ever delivered anything under so much pressure. Besides herself of course. "I wish I could have gotten you some moon rocks too but I fell off too quick. Oh my Celestia, it was _her_ hoof!"

The Doctor inspected the tool. "It's completely smashed. All that magic and particle emissions, and unexplainable wobbly nook, must fried everything in there. Right then, just making sure, take care." The Doctor walked past her, heading off deeper into the forest. Things didn't seem to be going the way she had intended. She flew in front of him, blocking his path. "Where do you think you're going?" she asked, increasingly alarmed and upset.

"I can't even possibly begin to explain where I'm going," he said, passing by her once more, the filly following just above him, "partly because I'm not sure myself. But, as much as I enjoyed my time in the fair land of Equestria, the TARDIS is ready, and adventure is calling my name. You, do be safe. And try to avoid those trees!"

_No, not again. _"The TARDIS," she exclaimed desperately, landing in front of the Doctor again, "you have to show me the TARDIS!"

"Derpy-"

"Ditzy!"

"-Rose, you can't come with me. This is where our association ends. Besides, you have a wonderful life here, and think of your mother, you don't want to worry the poor woman. Look, I'll come and visit from time to time, I promise."

That wasn't good enough. "I want to go with you."

"You're not. That's final."

"No it's not."

Ditzy was just as adamant as he was. The Doctor's face hardened. " Please don't make me have to do this."

"Do what? Hurt me, you already are! You can't just ditch me."

A glimmer of sympathy spread across his face. Ditzy took a step forward. The Doctor took a step back. He sighed, his expression turning so very pained and sorrowful. It scared her. "Do you remember, when you were a little child, your earliest memory, of the accident? The man who could walk on two hind legs, with arms and fingers and the like?"

"Yes," she said, smiling happily, "that was you, only different. You saved my life, I would've died without you."

The Doctor shook his head. "How wrong you are." Derpy shook her head in response. He was the one that was wrong, he had to be. "All those years ago," he continued, "I was out there, doing my thing. What an adventure each of one of my lives was. For me anyway. As for everyone else, sometimes I really do wonder. Think back to that fire, that accident that landed you in the hospital. I mean really remember, the whole thing, not just the bits and pieces your younger self stitched together."

Something made her recoil. "No."

The Doctor took another step back, the sun shining on his mane. What a beautiful day it was. "I was being chased, there's this person you see… someone I've been dealing with for a very long time, I- , but I suppose that doesn't really matter right now. Long story short he shot my TARDIS down, and I, being the reckless pilot that I was, still am, jumped into the Time Vortex. It's this thing you see, it allows me to travel through... it allows me to travel. So… I ended up here, my TARDIS on fire, falling apart, and then I-"

"And then you saved me!" she said desperately.

"And then I crashed. The TARDIS doesn't look very big, does it? I imagine you must've seen it by now, the blue police box, or least know what it looks like. It's a trick though, its much bigger than it seems, and so very powerful. Thing could obliterate an entire universe if someone really wanted it to. It even has. And when it crashed, so much energy was released. I can only imagine that it looked like a tremendous fire ball, burned and burning, killing anything near it."

She could see the flames, she could hear a pony screaming. She began to tremble. "But you saved me!"

"The TARDIS was practically obliterated. It's why it took so long to heal itself. I wasn't so lucky, my old self barely managed to get himself out of there. He was dying, you see. Or rather, I was."

"But you're alive!"

"I found two ponies huddled together, not far from the crash sight. They were unfortunate enough to have been in the way of the explosion. The older one was dead."

"Please stop," she begged. Memories surfaced, images of a terrified grey pegasus colt taking to the air, holding her so tight that it hurt. The shock wave brought them down. She could feel her bones breaking, she heard her father's screams, she could even smell the stench of his feathers burning. Of his skin burning. He held on, and when the flames were gone, he barely moved, no matter how much she nudged him. He kept whispering, over and over, 'It'll be alright, It'll be alright…' till he finally stopped.

"Wake up," she begged the dying pegasus, had begged the dying pegasus. "Wake up."

"But the younger one," the Doctor continued, "she was still alive. Oh what a fighter that girl was. Still is. I think she was worse off then I was. She could barely breath, her lungs had collapsed. I could tell because she was trying to tell me something. To this day I still have no idea what she was trying to say."

"Help me…"

"And there I was, with a little pony in my arms. I can't remember what possessed me to do that, I really can't. I regenerated with a little baby horse in my arms."

"What did you do to me?" Her eyes were welling up.

"Through my eyes you saw into the heart of a dying Time Lord. Over a thousand years of my life, with the entirety of the universe and all its knowledge, and you glimpsed into it. Unbelievable that it didn't kill you straight off. I was transformed into a pony, first time that ever happened. As for you, it brought the spark of life back into your body, kept you alive even though by all rights you should have died. It kept you going till your body could heal itself."

"But you said everything would be alright. You said it would be alright!"

"I never said that," the Doctor turned his gaze away from hers. He couldn't bear it. "I'm the reason why your eyes are the way they are, the reason why you can look at the most normal of things and instead see the passage of time unfurling in every direction, the reason why you can hear the Ood sing at night, and know about my bowtie, and can't concentrate long enough to avoid crashing into trees. I'm the reason all the ponies call you Derpy Hooves, and I'm the reason you don't have a father. I didn't save your life, I ruined it."

The trembling filly ignored the tears that ran down her face. He took a step forward. She took a step back. There the Doctor, with his wild brown mane, his glossy coat shimmering in the tree branch parted sunlight, with that hourglass cutie mark and those brilliant blue eyes, stopped. With the gentle gusts of the wind moving the occasional leaf lazily onto the bright, untamed foliage of the Everfree Forest, a single leaf touched his little hooves.

She could barely speak. "You really are a monster."

The Doctor looked on as the grey pegasus galloped her fastest away from him. He momentarily lost track of her behind the thick trees of the forest, and only saw her again when she took off into the air. He sat himself next to the tree, the little comforter still slightly indented with her form. "I haven't traveled with a companion in a very long time," he began, rather softly, for Ditzy was already too far off into the horizon to hear him, "It's for the best you see, I'm not putting another girl, or anyone else, in jeopardy again. The life of a Time Lord, at some point, it just gets too toxic. Good bye Ditzy Doo, you magnificent pony."

* * *

The trek back to his ship was only a short distance away. Every step was agony. Manipulating the key took quite some effort on his part, his shaking hoofs refused to keep steady. But what he had done was for the best. The key dropped from his hooves. Trying to pick it up was an even more strenuous task than unlocking the door. How useless these hooves were, the Doctor contemplated. When he finally did get in, what he saw inside shocked him.

"Wow, this place is huge!" Ditzy Doo said, galloping all along the TARDIS's second floor. The astonished Doctor looked on as she giggled and trotted back and forth, looking at all the brightly color control panels, the clop clop of her hooves reverberating through rows of glistening crystal and steps of gleaming, varnished wood. She jumped, soaring her way down toward him. "Your apple orchard is so beautiful, so many apples!"

"I have an apple orchard?"

"And a pool!"

The Doctor opened the TARDIS door. "Well then, this calls for a celebration, how about you go find Pinkie Pie while I get in my best bowtie?"

Ditzy shook her head. "Silly Doctor, I'm not going anywhere."

How had she gotten in? Regardless, he had already made his mind up. "You're not staying, and you know why, or at least I thought I made myself clear. Did you understand what I told you, in the Everfree?"

The pony nodded, "I'm not stupid Doctor. I hate you, and I always will. Oh my Luna! How is all this stuff in here, it's so small outside!"

"Time Lord technology. And you're not staying," said the Doctor, "please leave, and however you got in, don't do it again."

"No," she responded, a flicker of anger coursing through her eyes, "I thought about it, and you owe me for everything you ever did to me. I'm going to touch the stars, and you can't stop me. And if I have to kick you out of the TARDIS and fly it all by myself, I will."

The Doctor cringed. "You can't touch stars Ditz, they're massive balls of gas, burning and burning. Not suitable for touching."

Her eyes narrowed. "I'll figure something out."

The Doctor and the Pegasus stared each other down, everything silent save for the dull hum of the machinery. The pegasus was stubborn, he had to admit. The universe was so expansive, and despite the loneliness, he had grown accustomed to exploring it alone. He would have to protect her, and in his pony form, how would he manage it? He simply couldn't. He would have to push her out of the TARDIS somehow, he affirmed, to keep her safe.

"Please," she suddenly whispered, her eyes growing sad and tearful. What was he to do? But she couldn't stay, and that was final! She shook her head as if to rebuke his thoughts. But, she couldn't stay, and that was final.

Or was it?

"Muffins," he said.

"Muffins?" she questioned.

"Muffins," the Doctor reaffirmed, shutting the door, trotting over to the center of room, "you like muffins don't you?"

Ditzy smiled as she heard the machine come to life, the big clear tubes at the center of the main control panels pumping up and down, producing a whirling noise. It whirled. The TARDIS was whirling! "Yes!"

The Doctor kicked a different control panel. The lights blinked on. She flew out of his way as he galloped back across the room. "And I love crumpets. Well, I do these days anyway." The doctor jumped onto a control panel, flipping all the switches. More noises, more things began beeping and moving and doing Celestia knows what else. He stopped, his eyes bulging as a smile formed on his face. "Yes, crumpets! And now I know our first destination."

"Really?" she said, helpless in all the wild mayhem going on about her.

"Yes really, I know the best place in the entire universe for pastries of all types!" He took her front hoof, and placing it by a panel, he motioned for her to press a big shiny red button. She did so. The entire TARDIS began to rumble. "That's perfect! Do you feel that? Good as new. Next stop, Earth!"

"Earth?" she considered, watching the Doctor donned his saddlebag. "Doctor, keep Ramona! She looks better with you." She really did. As for Earth, was it a place with only earth ponies? "Earth… sounds pretty!"

A compartment opened, shooting out a brand new sonic screwdriver. The Doctor let it fall into his bag. "Yes it is. Right then, brace yourself." He pressed down one final lever. The whole TARDIS rocked violently, Ditzy almost cracked her head against the clear tube thing. But who cared, she was going to Earth. The Doctor came to her side, pulling her back to her hooves. "To Earth! Onward!"

To Earth, and then the stars.

"Allons-y!"

* * *

**After the Flames**

Anagrams are what kept Princess Luna's time. A thousand years of being trapped on the moon made one very bored after all. So anagrams became her best friend during those long years while she, or rather, her alter ego, had awaited her freedom.

Old habits die hard. She worked on new anagrams as she listened to her sister and the Lady Twilight Sparkle speak. It was the regular business of the day, the sort of things Luna had been training to handle ever since she and her sister had put their past rivalries behind them. According to her sister, the reunion of their royal kinship was supposed to have begun some new era in pony history. In a lot of ways, nothing had changed at all. Then the war came and threaten to change everything. Had the war brought any real changes then, after all was said and done? She had yet to see anything concrete.

"And despite the damage done to the town crops," said the Lady, in her monotone, measured voice, it's pedigree so very lady like, "I believe a solution has been devised by a Mr. Big Macintosh, which will ensure that Ponyville and any towns supported by the town's agricultural exports will not starve during the winter season. I have also taken the liberty of talking to officials in Hoofington, Trottingham, and Cloudsdale, and I believe that a solution to the shortage of qualified weather technicians can be found if we shift resources to-"

"And how are the ponies of Equestria," asked Princess Celestia, interrupting her faithful student, "how are they fairing?"

Twilight looked perplexed. "I… there is still a lot of grieving over the dead, and we are still dealing with many traumatized ponies, but we are doing our best. The citizens of Ponyville are hard at work rebuilding the structures burned down during the invasion, and most of the missing have been accounted for. We'll get back on our feet. We will not let you down my Princess."

"Won't let me down," the princess sighed, "Them letting me down was never the issue. Do they feel that I've let them down?"

"No! My Princess, no one thinks that. The Cybermen and the Daleks, no one could have seen that coming. You bring us prosperity, you bring us the sun and the moon!"

"_Lady_ Twilight Sparkle," said Luna, staring up from her book, "I bring about the moon now, and have for quite some time. And, my sister, like she enjoys doing, is beating around the bush. There's something else she wants to talk to you about. Not so much about the crops or the training of new pegasi for the weather duty, though those are important too, I guess."

"Oh, I see," awkwardly giggled Twilight. _Oh please, not this again…_

Ever since the near disaster that was the Battle for Ponyville, the two sisters had been going at it, albeit passive aggressively. Princess Luna was originally supposed to have led the charge into Ponyville alongside her sister. At the last moment Celestia had ordered her to remain in the castle, in case the battle turned out poorly. Luna considered it a humiliation. "I can already see your faithful student beginning to sweat, dear _sister."_

"Oh no," said Twilight, "it's just the heat, it's just been a bad summer, you know, what with the lack of weather ponies and all that, heh." Princess Luna had always been an anomaly to Twilight Sparkle. Though she had been the one to predict Luna's return to Equestria as the Nightmare Moon, the supposedly repentant princess of the night was far less easy to pinpoint. Regret and sorrow seemed to mix in with bitterness and resentment. She could be both at the same time or neither at another, or one or the other. Though right now, it was clear what she was feeling.

"Luna, stop that. I apologize my Lady Sparkle for Luna's rude behavior, but yes, there is something else we must discuss. There's… a project I want to call to your attention. A new one."

"A new project? Of course my Princess."_ Not another one, _she bemoaned to was already heading the redevelopment of Ponyville along with its agricultural revival AND was in charge of dealing with the severe loss in weather personnel, how was she supposed to handle another project?

"I know what you're thinking Twilight, and don't worry, if you accept, you will be relieved of all your current delegations. All files, documents, and responsibilities under your current care will be passed on to other officials. What we're presenting to you is a top priority."

Twilight was stunned. "What? What could be more important than getting Ponyville up and running, or making sure the weather patterns aren't disrupted?"

"Arming the pony race against the future," answered Luna, "as of right now, regardless of your final decision, you are ordered never to even speak of this conversation ever happening."

Sworn to secrecy? What was going on? Neither one of the princesses had ever ordered anything like that before. "Is it some sort of military project? That's not really my thing, I mean, there must be much more qualified military ponies available to lead something like that than me."

Princess Celestia shook her head. "There is nopony else in the world more qualified than you. Your conduct at the Battle of Ponyville only affirms what I always knew was in your heart. You were knighted for your bravery, and I know of nopony who deserved it more." With her magic, Celestia lifted a folder into the air. Twilight, taking hold of it under the power of her own magic, inspected the folder. There was nothing on the covers, not even the royal insignia. "You still have the right to decline if you wish, but if you do open that file, you will be held directly responsible for the project's immediate inception. This is top secret. Choose wisely my Lady Sparkle, and good luck."

Mere inches from her face was the boring, blank vanilla folder. She couldn't take her eyes off it. Something almost clandestine lay wrapped under a cloak of paper and stonewalled mystique, it was like nothing else she had ever come across. True, she could decline, but for a pony like the Lady Twilight Sparkle, the mixture of curiosity and duty to her princess imbibed within her was overwhelming.

When she opened the file, the center of the first page was decorated with an emblem, one that she didn't recognize as belonging to any organization currently in existence. It was a winged unicorn, an alicorn, similar to the princesses, surrounded by a hexagon, its wings opened wide to form a 'T' with the rest of its body.

Underneath the emblem was a single word: TORCHWOOD.


	5. The New Pony Earth

"Now my dear Ditzy Doo," said the Doctor, pushing the TARDIS door open, "the one thing you need to know about humans, besides that they snore something fierce, is that they absolutely love cute things, so don't be alarmed if one comes up and tries to pet-,"

Ditzy Doo darted past the Doctor before he could even finish his sentence. He supposed he'd have to get used to that when it came to the wonky-eyed pegasus, but then again which one of his former companions hadn't had a habit of ignoring him completely?

"Just hold a moment Ditzy, please don't go wandering off on your own. Trust me when I say that Earth is like nothing you've ever seen…" the Doctor trailed off from his own sentence, watching as a group of ponies walked by him; talking pink ponies, blue ones, green ones and even poka-dotted ones; they were unicorns, pegasi and earth ponies, groups of them, walking here and there in a town full of little pony cottages and shops, "…before?"

"Oh wow Doctor," Ditzy said, gasping in awe at the strange new surroundings, "It's like magic! Are you sure you aren't a unicorn?" Just a few moments ago they had been in the deep of the Everfree Forest, and now, they were here, in this completely different town. It definitely wasn't Ponyville, that was for sure! Though honestly she was a bit disappointed about the Earth itself. The Doctor had billed it(was it a different planet? Different city?) as something far beyond her wildest imaginations. Granted, it was pretty, but it wasn't like Ponyville didn't have cottages too. She was kind of expecting something at least on the level of a Manehattan or a Fillydelphia. But she was promised food, and that usually trumped everything else. "So, where are those muffins?"

The Doctor paced back and forth with a look of complete bafflement on his pony face. "Well you see Ditzy, that's the thing, isn't it? I think we may need to forgo the muffins until we can sort out a very peculiar turn of events."

"Aww, what events could be more important than muffins?" How very disconcerting.

The Doctor shrugged. "Well, it's nothing big, just the disappearance of an entire species of sentient beings. You know, nothing big. Well, just a tiny bit big, where the Hell is the Sixth Great and Bountiful Human Empire? Well, to be fair, it wasn't all that great of an Empire, I personally liked the Fourth better, but that's beyond the point! What all are these ponies doing- Excuse me young lady," he asked, motioning over a pony as she was trotting by, "What year is it? What happened to the Earth?"

The magenta mare, a very young one by the looks of it, gazed at the Doctor with a bright and happy smile. "You talk funny stranger. Everypony knows it's the eternal year of our Majesty, the Princess of the Everlasting Sun. I don't know Earth. My name is Rosetta Star, and it's very nice to meet you!"

"No, this is supposed to be Earth. Equestria is a different place entirely. It's not even a planet last I checked."

The pony stared at him with a look of confusion. "Um… all Equestria is Equestria. I don't know who Earth is. You must mean earth pony. You're an earth pony silly! So am I! Your fillyfriend is a pegasus pony."

Ditzy blushed.

"No, I know what I am, well what I look like actually, and I know what she is, though you have the wrong idea, and it's also not even remotely relevant. Sentient equines have never been to Earth, not counting the Horse-Men of the planet Neigh, but you aren't them either, so why are all these ponies here?"

"Why?", said the ever smiling Rosetta, "I don't understand that. This is Equestria. All Equestria is Equestria, and our Princess of the Everlasting Sun leads us all. Look, there she is, upon the Rainbows of Light, listen to her speak!"

The Doctor and Ditzy saw the rainbows spring from Earth to the clouds above, rainbows far wider and brighter than any Ditzy had ever seen. From those rainbows a magnificent pony came into view. She was an alicorn pony, with wings and a horn, as magnificent as either one of the princesses Luna or Celestia.

"This is your Princess Twilight Sparkle, here to shine my love and kindness onto of all my faithful subjects. Never fear my children, for Magic and Friendship shall guide you all in your happiness. And remember, mother is watching over you, always."

_**THE DOCTOR **_

_**AND**_

_**DITZY "DERPY HOOVES" DOO**_

_**IN **_

_**MY LITTLE TIME LORD:**_

_**THE NEW PONY EARTH**_

"No no no no no no," repeated the Doctor, with an ear to the ground. "Sounds like Earth. See, can you hear it? Reverberations caused by the underground Silurian cities." He gave the dirt a lick. "You can even taste the Rift right here. Very tangy and all Rifty. It's the bloody Earth circa the year 500,000 N.N.N.N.N.N.N.N.N.C.E. of the Sixth Human Empire. You can't hide that, not even under a million billion hoofs. So what's with all the cute little ponies?"

The recent developments were very worrying to the young Ditzy Doo, fresh into her first trip in the TARDIS. She was still getting her head around the idea that she wasn't even in Equestria anymore. Or was she? And what were these humans the Doctor kept talking about? He was making about as much sense as he ever did, which was never very much. "So, are we still in Equestria, or is this another planet, or what?" she asked.

"I didn't explain this yet?" the Doctor responded, hopping onto a rock and pressing himself against his blue box, "The TARDIS, acronym for Time and Relative Dimension in Space, is a time traveling space ship, though that's hardly correct but trying to explain it correctly would make your head explode. We are neither in Equestria nor in your time period please keep up sweetheart you're ten steps behind. Ha bits! Humans don't use bits as currency, they use credits, so why the lack of credits? And what's with that ten bit piece on the dirt over there? This should be the center of a massive space port, a triumph of the human spirit, reaching as far as the eye can see. Instead we have… pony houses. Little pony houses, just like the ones in Equestria. Therefore this must be an Equestrian village. Only this isn't Equestria, not even close. Cardiff Spaceport should be right here in all its mega spaceport glory. Only… it's not."

Something about that made her wince. "Cardiff? Might as well have taken me into a dragon's cave." She didn't know why she said that, though it did feel like the right thing to say.

"What? Seriously? Cardiff is a great city, met some of the best people there. Regardless, something is very wrong. This is unbelievable, I have no idea what's going on. No wait, that's not true, I do. I know exactly what's going on. Only I don't want to be right… Ditzy, I'll need you to go back into the TARDIS, don't leave her for a single moment and don't you do anything to attract attention to yourself."

"But Doctor, wasn't that Twilight Sparkle, up in the rainbows? What kind of magic was she using?"

"Technology and unexplained science Ditzy, not magic. But yes, that was her. Twilight Sparkle, after half a million years. And last I remembered she didn't have wings to go with that horn of hers. Stay in the TARDIS Ditz, I have business to sort out."

"But you promised-"

"STAY!" he screamed. His rage shook the grey pegasus to her very core. After a moment his eyes and his stance softened after he realized what he had done to the filly. "I'm sorry, just please, stay in the TARDIS for now. I promise you, after all this is settled we'll get a few muffins to celebrate. Yes, muffins, delicious muffins. Well, not for me anyway, I'm not a fan."

She had never seen the Doctor so angry. Not once during his many years in Ponyville, not even during the war against the Daleks and Cybermen, had his rage reached such a degree. And yet here he decides to take it out on her. "Jerk," she whispered, when he was out of earshot, trotting to who knows where. And he wondered why she hated him.

Still, something about her surroundings just didn't feel right. Ditzy Doo closely observed the pony population and the town about her. The homes really were not unlike the type she'd find in Ponyville, or even in Canterlot. One of those homes even looked exactly like the one she and her mother lived in. On the surface the town was pretty much like what an Equestrian town would be expected to be like.

It was the ponies that were different. What it was she wasn't sure of at first, but how these ponies behaved was just, _off_. The TARDIS had appeared right in front of dozens of ponies, and both she and the Doctor had walked right out of it. Why did no one question this strange weirdness? Even the one pony the Doctor had talked to had quickly trotted off without ever being remotely curious concerning any of it. _Their eyes are blank_, Ditzy finally noticed.

She left the TARDIS, making her way through the equine crowds, they neither paying attention to her nor seemingly to anything else. "Hello?" she asked a local apple salespony.

"Hello," she returned blankly. "I have apples for sale! They're only three bits each."

"No thanks, the book won't have any apples. You don't sell anything but apples, you can't because that would be wrong. It was wrong? You don't even know it. Where are your hands? Poor Amy, I hope she gets her baby back. Do you sell anything other than apples?"

The shopkeeper was unfazed. "Hello, I have apples for sale! They're only three bits each."

_Hmm_. Ditzy wasn't sure what she had said to the apple salespony, but she knew she had spoken some sort of nonsense. Back home the ponies usually gave her a weird look whenever she blacked out but kept talking anyway, or blacked out and then did something very weird, and yet this one wasn't even a little puzzled.

"I'm sorry, what did I just say? See, I have a condition, it makes me say funny things sometimes."

"Hello, I have apples for sale! They're only three bits each."

"No, I don't think I said that, that really would be weird, selling apples to an apple shop!"

"Hello, I have apples for sale! They're only three bits each."

"Um, no thank you, I gotta fly, the scar is glowing, and glowing, wow. Is that how it started? Bye!"

"'Hello, I have apples for sale! They're only three bits each."

As Ditzy walked away she shook her head roughly, trying to clear out the different turns and twists that were taking hold of her mind. At least that's how she described it to herself. Sometimes everything within her sight, and beyond even, would defy itself. Was it turning into what it wished to be? Or could have been? Or what it will be? She didn't know, maybe she never would. Then the words would come, things she knew she had said but couldn't remember saying. Even the things she had seen, when the world melted into webs and arches, all connected and turning infinitely, she couldn't remember beyond just knowing that something had happened. It had never gotten this bad before though. Hallucinations blinding her from the pony world around her, all so quickly and inevitably, this was five-fold what she would experience back home.

It was the Doctor's fault. She hated him even though she loved him. But she wouldn't love him, she affirmed to herself, never ever! But she had, and he had broken her heart. How many more times would it shatter while he held it in his hoofs? Grace, Rose, Amy, Sarah Jane, Martha Jones, Jack, Pinkie Pie, K-9, the Romana that wasn't a scarf , the Romana that surely was a scarf, the Romana that came after but who she wasn't sure was a scarf or not, Vicki, River, Sexy, Midoros-Alexander and the Rhea, names all lovingly part of his heart and forcibly pierced into to hers, names she knew and loved and yet had never known. When would Ditzy Doo be just another name on that list? It was he who had done this to her, who made her run around in circles like a crazy pony off her medication, like she was doing right now, in that crowd of oblivious ponies.

Medication that never worked anyway, all her life nothing had, and yet the Doctor had known, from across town, and the answers had been with him all along, and his solution was simply this:_ you're never going to be OK Derpy_. His taunts, imagined though they were, filled her mind. _You can't get rid of what saved you! How does that feel Derps? I killed your father and I killed you too. What are you going to do about it, my little Derpy Hooves?_

"My name is not Derpy, it's **DDIIIITTZZZY!**"

The ponies weren't paying attention to her, this much she knew, even as she went ballistic in the middle of the town. Ditzy collapsed to the ground, panting as she tried to regain her scattered thoughts. "Ok," she decided after much deliberation, "this town is crazy."

There was no point in even trying really, regaining her composure was out of the question. When she went this far, when she let her mind slip like this, or when it decided to do so regardless of her consent, that was when she could hear the voices. It was at night, when she drifted away into unconsciousness, that was when she could hear them at their clearest. They were singing. Out there somewhere they, a choir of many, sang their song from lands unknown. _"You can hear the Ood sing at night_," the Doctor had told her once. The Ood then, was who she supposed they were. They would cry their sad song, and she would cry along with them, sometimes till the very next morning. And yet other times, the song was so… happy. And from time to time she heard one song in particular, the song that marked the journey's end of somepony from days long past. Or maybe it was for somepony yet to be. Was he even a pony? It was their farewell gift to him, to mark his passing… and yet he hadn't. He wouldn't, not all the way at least, but perhaps one day.

They sang now as she passed out in the middle of that strange little town. When she opened her eyes again, and when that happened she wasn't sure, she saw the hoofs of the various ponies trotting or cantering or slowly walking by, apparently leaving her to her sleep on a bed of hard dirt. There was a single set of hooves pointed in her direction, still and expecting. Only they couldn't have been hooves. The pony stood there, dressed in strange black shoes and a black robe. She quickly realized that it only had one pair of legs underneath that robe. She looked at the figure, standing erect like… a manticore, yet even more so, and without a manticore's heavy bulkiness. And yet more black cloth, robes covering a creature towering above the other ponies around it. In the same way they ignored her, none of the other ponies seemed to notice the strange creature. It definitely wasn't a pony, that much was obvious. When she saw its face she shed a tear. Those eyes were red and small, its pale skin hairless with thin, coiled tendrils running down its mouth; it was like some sort of two-legged, standing squid. It had arms connecting to hands with long, slender fingers, like the Doctor wished he had. Was this what the Doctor was looking for? Was this a human?

"You are the Herald," said a male voice, the creature tilting its head slightly as it stared directly at her.

"I am… not?" she said, rather confused.

"I do believe that you are. We are joyous, and we sing you our praises, for the time of the Herald is finally here."

"Herald is an even worse name than Derpy Hooves," she responded. And it was, what kind of name is Herald for a filly?

The creature stood silently for a moment. "Then the Herald shall forever be known as the Derpy Hooves."

She couldn't believe it. "What? No, I didn't mean-"

"The Derpy Hooves must come with me, time is of the essence and they are coming."

"They?"

He pointed up at the sky. It was then, before she looked up, that she got a good look at the small, round, wet thing he had in his hand. _Was that… his brain?_

From up above it descended. It was a ship, a golden-colored one, far larger than the Dalek saucers that had attacked Ponyville, and much more elegant than the Doctor's TARDIS.

"Scratch that," said the creature, "it seems that they are already here. They have spotted you and the Pony Doctor, and they are preparing to kill you both. We must go to him now."

"To the Doctor?"

"No," he said as she took to the air, "The Pony Doctor must fulfill his own destiny separately. As much as we revere the Pony Doctor and his past lives, our path must deviate from his. The Eternal One is waiting for the Derpy Hooves, and this will be our only chance to set in motion what must begin today."

"Ood," she said, her eyes wide open as she followed him, "you're an Ood. I guess that means you aren't human then. The Ood, what a, I dunno, _Ood_ name." The creature remain silent as they continued on their mysterious course. Either he didn't have a sense of humor or he didn't find her comment funny at all. Probably the latter. _Yeah, I guess that was bad. _"So, are you all just _'Ood',_ or do you have personal names?"

"I am Theta Omega. It is a pleasure to meet you."

"You aren't here yet," she said, surprised as swooped by him, and felt nothing as her wing passed through his arm like it wasn't even there.

"No, I am here as an astral-projection, all the way from my home planet. I will be on the Earth shortly, but the time for that is not yet right."

"But, what do you want from me? The Doctor is-"

"You are the Herald, that is all that matters. The Pony Doctor is resourceful, but where we must go he cannot."

* * *

The ship was something quite special, the Doctor had to admit. Pointing his new sonic screwdriver, with its purple light tip thingy flashing for the first time, though he wondered why it had to be purple this time around, at the rainbow projector, he had assumed it wouldn't take very long to find just the person he was calling for. _Right as always_, he thought to himself.

"Scramble a couple toys and suddenly everybody, or should I say, everypony! Gets all anxious." Smiling, he placed the screwdriver back into his saddlebag bag. The ship landed, and they, the dozens of pony guards, galloped out of the ship and surrounded him with the swift haste of a well trained army, waiting for any excuse to fill him full of blaster fire and unicorn magic. "And that's more like it. You can't have an absolute totalitarian monarchy without some brutes to keep the Godless masses in line. Not even ponykind can pull something like that off. Though honestly, you've come pretty close to it here, fabulous job ponies, truly. Give yourselves a hand. Oh, silly me, a hoof! Yes, cause last I checked us ponies don't have hands. But humans do."

"Humans Doctor?" Princess Twilight Sparkle asked, her wings gracefully flapping as she descended from her vessel, the glittering of her jewelry and the sheen of her violet coat glimmering in the sunlight, like a living god descending from her mighty golden chariot. "Now what in Equestria is that supposed to be? Is it some sort of lesser creature? Like, oh say, a dog, or a cat?"

"Twilight Sparkle," said the Doctor, circling around the princess, "why look at you, ruling planets, all wingy and tall and a good foot of more horn, the big shot. Congratulations! I saw it coming all along honestly. Not the conquering of other planets thing, but the general ruling of stuff and extra appendages, thing. Brain like yours and all that magical talent, up and comers like you are one in a million. It's a shame dictators like you are a dime a dozen. Oh I'm sorry, a bit a dozen."

The princess smirked despite the jab. "Dictator? Why aren't you just the gentlecolt? How very ungrateful are you, you most fascinating of colts? For you, a pony not under my rule, to be allowed to even gaze upon my glory, is a privilege afforded to none. It's not something that happens very often, I'm just saying. Be a little nicer Doc, all I want to do is get to know you a little better. You know, become friends, chat about the good old days, have tea and cupcakes, maybe a party or two."

"Oh Twilight, how little you know me! That was a shame really, we never got to talk much. I'm completely grateful to be in your presence of course, though what do you go by these days? Twilight the Black, Twilight the Heartless, Twilight the Wicked?"

"Princess Twilight Sparkle works just fine, though my subjects are encouraged to address me as The Majesty Twilight Sparkle, Princess of the Everlasting Sun. I wanted to go with The Majesty Twilight Sparkle, Queen of the Everlasting Sun or maybe even blah blah blah Empress blah blah blah, but I was told fillies felt those titles sounded too 'evil'."

"And we wouldn't want that, now would we?"

Now it was the princess that circled the Doctor, her lavender mane flowing eternally, concealing one of her gloriously radiant eyes. "Hmm, you have a bit of a bite to you, don't you? I think I can handle it though. Come along, we have much to talk about. The Doctor has finally returned to Equestria, that calls for a celebration don't you think? What an honor it must be for you to be with cute little me! Can you believe it's been, oh what was it, six hundred thousand years? Give or take a few millennia? Maybe it was five hundred thousand years, bah, same thing. Where has the time gone? Equestria smiles down on you, my little pony."

"That's the crux of the matter isn't it? This isn't Equestria. You know that, and I know you know that."

She turned her back to him, her nose pointed upwards, the magnificent princess taking herself back up into the air. "My guards will escort you in. Come in, you're my honored guest, and as such you'll be under the full watch of my most loyal guards."

The pony guards growled at him, they pointed all their guns squarely at him, some levitating their weapons with their magic, others, their weapons attached to a saddle or a harness. Big guns, small guns, some of them just pointing their horns at him, intending to lead him to what was clearly supposed to be some horrible fate.

"Feels just like old times." he said as he was escorted into the ship, "It really hasn't been quite the same without someone feebly pointing a gun at me. Ah, old times indeed."

* * *

At the outskirts of the little town of Pony Cardiff there existed a rather large and deep ravine. The ship within it was enormous, far bigger than the Doctor's TARDIS. She wondered if it meant that it was bigger on the outside and smaller on the inside. Is that how space ships worked? Ditzy slowed down to a hovering stop, gazing down at the ship in that deep ravine and its hundreds of guards all surrounding it, clad in armor similar to the type worn by Princess Celestia's Royal Guard, only colored black. The ponies were carrying weapons she had never seen before.

"We're going in there?" she asked. Theta nodded. Something told her those ponies weren't going to ignore her just wandering around in that thing, looking for 'Eternal Ones'. "How do you plan on pulling that off? Magical identification papers?"

The Ood shook his head. "Sorry, they don't make those anymore. Do not be afraid, I will keep you shielded from their sight, but we must hurry, the Eternal One is on that ship, and if it lifts off without us in there, everything will be for naught."

"Why doesn't he just come here? It might save us a lot of trouble if he did."

"Because he is a prisoner. We must come to him, there is no other way."

The young pony nodded. If time was of the essence, and no one could see her, well then, why not? Before the Ood creature could stop her she jumped from the railing. Gliding her way down the ravine, she merrily twirled her body in mid air.

She barely managed to avoid the first volley of weapons fire. Her heart skipped a beat at the realization that something had gone horribly wrong. Anticipating the next volley, and despite her panic, she swooped down and dived so quickly that nothing could hit her, save for the tackle of a single pony flying so fast that it looked like nothing more than a blur of rainbow colors. She crashed hard against the metal of the hanger, her body bouncing thrice before she finally came to a stop, stunned and in pain. Not far from her was an alicorn pony, standing tall and menacingly. A gaze up at the alicorn, even through her blurry vision and wobbly crossed eyes, more wobbly than usual anyway, shocked her. "Rainbow Dash?"

It was her, donned in the necklace of her Element of Harmony, the pony much taller than before, and with a far wider wing span. She had a long, sharp horn, even though that was impossible.

"Dashy, it's me, Ditzy Doo, your friend! Remember? It's only been a few hours… but not for you… but I know it's you… what are you doing here? What happened to you, cause you look great! The horn really works with your hair, I wish I could pull that off. So… ever got into the Wonderbolts?" The imposing pony said nothing. "Why… are you staring at me like that?"

Rainbow Dash, with her vicious glare, her eyes cruel and cold, cast her shadow over the grey pegasus. "I know who you are. Long time no see Ditz. Guards, kill her."

The weapons were pointed at her from all directions. Paralyzed with fear, she shut her eyes, and felt the hold of a hand take her by the hoof and pull her up. The laser fire and unicorn magic shot through her, painlessly, without leaving a single mark on her body. She was a ghost now surely, and death had come to take her spirit away. At least it wasn't as painful as the last time. She looked up to see the Ood Theta Omega gaze down at her, his other hand still clutching his squishy brain.

"When I said that you were shielded from their sight, and protected from their weapons might I add, I meant as long as we remained in close proximity. It is only fortunate that I have not brought my physical body here yet, otherwise you would surely have died."

"Oops," she said, smiling sheepishly.

The Ood's tentacle coils rose. She believed that was supposed to be some sort of smile. "The Derpy Hooves is too cute to remain angry at. Come along then."

In the ship they went. The pony guards inside were scrambling, searching everywhere for her. She saw Pinkie Pie gallop by, possessing wings and a horn of her own, and her sight as blank and as cruel as Rainbow Dash's had been. "That pony, I know her," Ditzy whispered to the Ood, "she's my friend. Just like the one that tried to have me shot. Only they're trying to have me shot! I don't understand, what happened to them?"

The Ood Theta led the way through the gold corridors of that vessel. "We know of those ponies and their evil very well, just as we know of their connection to the Derpy Hooves. Much has changed since the Herald and the Pony Doctor left Equestria. So much has been corrupted, and in ways you can not yet possibly understand."

Where they went she did not know, though she at least knew that they were going in the right direction. The invisible webs of time were growing thicker. She could feel them before she could see them, touching her mind, touching her skin. The lines, like dotted points in time, were converging. The web was being spun all on its own. So much time, condensed into so small a place, what did it mean? Ditzy asked who they were supposed to meet. He told her a name she would one day know, only she wouldn't. She knew the name, even before he answered, he answered before she had asked the question, she had never asked the question, would never ask it, the question had been asked so long ago, and yet the question hadn't left her mouth yet. She knew the answer, but wouldn't know till-

She shook her head, trying her best to push the webs away, to keep her thoughts coherent. He kept talking. What he said she couldn't figure out. But it wasn't the Ood that was speaking, not anymore. It was someone else, a person from far beyond the realms of time and space. She said something, words that even she couldn't hear herself speak. He said something else in return.

The Ood and Ditzy were at the entrance of a grand, golden gateway. It was unlocked, the ponies guarding its great doors unconscious and slumped upon the metal floor. Passing through that archway felt like a dream, or an echo from long ago. It was in that moment that she saw his eyes. He was awash with the glow of time and space; about him were the webs, spreading out directly from him in all directions, thick and far-reaching, more like the roots of an ancient oak tree than webbing.

"Who are you?" she asked, her mind suddenly as clear as a sunny Ponyville day.

He was incased in a glass cell and lightly shrouded in vapor. He had no body, instead he was a head and nothing more, but a head far larger then she was in her entirety. His face was nothing remotely like a pony's, and it was old, rough and wrinkled, with light-brown eyes far wiser and knowing than even Princess Celestia's.

"It is a pleasure to meet you again." he spoke without opening his mouth.

"Again?" she questioned.

"Yes. We have already met, and we will meet one day, very soon, but you may know me by what I am now. I am the Face of Boe, and I welcome you."

Ditzy raised an eyebrow. "You're a giant head."

* * *

"Well Doc, quite the ship isn't it?" said the Majesty of the Ridiculously Long Title, "The_ Aithops _certainly isn't the biggest but it certainly is the most advanced in the Empire. A girl's gotta ride in style, and a princess especially. Though, I wonder how a TARDIS would compare. Better, worse?"

The ship had taken off from Earth, and was now orbiting it. It was in a giant, domed, circular library within the ship, with long windows from which they could view the Earth below or the cosmos above, that the Doctor, the princess, and some thirty or forty guards were currently situated in. The books were flying overhead on their own accord, why this was the Doctor did not see fit to question or consider. He hopped towards the lavish dining table, the foods served apparently his for the taking. He swallowed an apple cobbler whole, and quickly regretted it as he was forced to spit it back out.

"Ick, apple cobbler, I hate apple cobbler. Can you believe it? All those years spent in Ponyville and I never bothered to find out what I like to eat. And here I was hoping for some crumpets. Not Jammie Dodgers, I dislike those too, though I did use to like those quite a while ago. Or do I? Quick, someone fetch me a Jammie Dodger, I don't know if I like them anymore. Oh and yes, I'm growing a bit impatient. What did you do to the Earth?"

The Princess, seated in throne of gold and silver, shrugged her shoulders in faux confusion. "Earth? I don't-"

The Doctor jumped off the dining table, the guards surrounding the princess and the Doctor all raised their weapons at him. The Princess didn't budge. "Do please excuse me but I think I'm starting to lose interest in this little game of yours. I never knew you all that well but I did know enough about you. You weren't this way, ponies in general weren't this way. Peaceful and fun loving you lot were, so what happened? When did the ponies of Ponyville become empire builders?"

The princess giggled. "My gosh Doctor, the rumors about you are so totally true. Earth this, humans that, in love with the human race are you? Then again, I heard you and the… 'humans' of 'Earth' once shared a similar physiology. You even used to travel with them." She leaned closer, right up to his ear, and whispered her next words, "You fell in love with some of them too. Like, ew." She turned back, and again sitting upon her throne, sighed. "Ok fine, you got me, this is Earth, but before I start explaining, let me show you something. Applejack, Rarity, please, bring the equine in."

Rarity and Applejack, now alicorns when once long ago they were unicorn and earth pony, respectively, escorted in a magenta coloured pony, the one the Doctor had met that very morning. The ponies bowed before their princess. "You, Rosetta Star," Twilight announced, "of Equestria, have been found guilty of crimes against the princess. You may now claim your guilt or innocence."

Rosetta barely seemed to understand. "My princess, I love and adore you, just like all good ponies do. I didn't realize I did something wrong, I'm sorry."

The Doctor tried to advance toward Rosetta, only to be blocked by Applejack. "Don't you dare," he uttered.

"Aww, my dear subject," cooed the princess, "you are so adorable. Rosetta Star, such a pretty name! I love talking to my subjects, and I love you too. You're clearly just a good filly who got caught up with a bad colt."

"I didn't know he was a bad colt," said a shocked Rosetta, "he seemed like a nice enough pony."

"Don't worry," said Twilight, "as long as you're sorry you will be forgiven. In the afterlife I mean, cause guess what? You've been found guilty! Rarity, purify this pony of her crimes against Equestria. And try not to make a mess this time, the soot is so hard to get off the floor."

The magic unleashed by Rarity filled the room with its light. The Doctor's watched, horrified as the light receded, leaving in its wake the charred body of Rosetta Star. Her remains landed on the floor, smoldering and dead.

"Dear Rosetta Star," declared the princess, "I now find you innocent. You may take her away my dearest Rarity. What a sweet filly, what did you think Doc?"

"You didn't have to kill her!" the Doctor screamed, turning away from Twilight and the dead pony, unable to watch the sight of Rosetta's body being dragged away by a soulless Rarity.

"I didn't?"

"She was innocent!"

"Correction Doctor, she _is_ innocent. She _was_ guilty. You see, innocence is completely predicated on a degree of ignorance. So let me corrupt you Doctor, since you seem to want that so badly. You want to know what happened to Earth? I want to know what happened to you. Where were you when Equestria needed you? The Daleks and the Cybermen? HA! Where were you when the Rift opened? You and your little blue box and your friend, where were you all when the Weevils scampered through like rats, or when the Sontarans and the Rutans brought their war to us? Did you try to stop the 456 when they came for our children? I don't think you did. Who was there to protect us when the Macra, or when the Silence, or when Tirek the Dragon God came to enslave us all? I still remember those shackles quite vividly. Were you there for the Second Dalek War? I think not, I didn't see you among those who fought and were massacred, that's for sure. Crisis after crisis Doctor, you opened us up to the Universe, and the Universe was not very friendly.

Oh, and here's the biggest, bestest one, where were you when I had to kill my own princess? You want to know what happened to Earth? I SAVED IT! Just like I saved Equestria. Under my rule we prevailed against the darkness. We won Doctor. And we did it without you. Humanity, what was once humanity, that inferior species, they were transformed by my hoof, through the power of Friendship and Magic, into part of the one pure, happy race, the pony race."

"Then turn them back! I invoke Article 1815.195 of the Shadow Proclamation, stating-"

"The Shadow Proclamation?" Twilight said, laughing, "you don't get it do you? Do you think we stopped at Earth? Seriously? You're so funny Doc, so naïve and pure, even if your hoofs are stained with blood. We prevailed against the darkness, against every black spot in the Universe. We aren't just the pure race, we're the only race. The whole Universe is ponies, the central tenants of Friendship and Magic are the rule of law for every living sentient and semi-sentient thing in the cosmos. Friendship _is _Magic, and now the only question left on my tongue is simply this one: will you be joining the herd? You make such a handsome pony. Let's be friends Doctor, let's be the bestest friends ever."

_**To be Continued.**_


	6. The Gods of Old and New

"I don't hate you Doctor," said Twilight Sparkle, upon her throne, "despite what you may think." The guards had left, as ordered by the princess. It was just him, Twilight, and the guardians of the Elements of Harmony in that library now.

The Doctor looked down at the Earth below. "You've done so much wrong. You don't have a clue."

"Silly Doctor, you still think I'm your enemy. Let me try and persuade you otherwise. I have a proposition that I think you'll find quite agreeable. But first, a little background. I'm sure you've heard this before, but, I just can't resist! Please, let me tell you an ancient tale from the days long passed. I promise you, it's a good one."

"Go on then," said the Doctor, vaguely curious.

"All throughout the Universe, in the many millennia gone by, back when ponies everywhere still remembered themselves as the evil races they once were, there were tales. Not just any tales either, tales in books I've long since read and re-read, tales of a race of Gods, who walked on two feet, had two hearts, and were generally very unpony-like. They hailed from a capital city encased in crystal, the glow of that city was like a shining beacon of glittering light, sparkling across the Universe, a white pearl in a sea of blackness. And throughout the Universe they spread, the Gods in their vessels, venturing forth upon the sea of Time itself to where ever they were needed, the selfless heroes that dared to turn back the dark. They were the Time Lords, the immortals who controlled the flow of reality, who could defy Death by generating new bodies, who with a single command could rewrite wrong and undo the malice of even the worst of fiends. How the Universe was better for it.

And among that race of Gods there is one whose legend has spread far and wide, prevailing even to this very day. His tales can be found in books, in recordings, in logs, and in the whispers from memories clinging to the present from the past, all echoing his glory and heroism. He was a champion of the Gods, a Time Lord with a name that reflected his endless mercy, who never surrendered to the evil he fought, who went into battle armed with only his wits and always came out victorious, who dared to defy his own people again and again in the name of all living beings."

"You can't be serious," interrupted the Doctor.

"What?" asked Twilight, "why so incredulous? Just pay attention, we're getting to the good part. Ok, so where was I? That's right! But then there came a great plague, one that threatened to destroy reality itself. The Time Lords went to war against their oldest foe, those horrible battles spanning the whole of time and space. And then one day, just like that, the war was over. The Time Lords had won, but only at a terrible cost. In the end only their greatest hero arose from the ashes of that terrible conflict. And can you believe it? The Lonely God, scarred by war, took the burden of the Universe onto his weary shoulders. Doctor, I didn't realize it back then, when I was just a young mare, when I first saw you in Ponyville, and when you saved us, I didn't realize what you really were. I know now, and I have to say, I'm still in awe after all these eons."

"What exactly are you proposing?" he asked.

"It's simple really. I know they aren't dead Doctor. Your race is trapped in time, hidden away somewhere, locked in an eternal cycle of death. I beseech you, tell me the location of that planet and her great pearl city. Please Doctor, tell me where she is. I dream of her, I can barely whisper her name, the name I searched for in countless sources spanning across endless galaxies. I whisper her name Doctor, because it sends me to tears just to think of her suffering and the suffering of her people. Her name: Gallifrey."

"So you plan to cry at me?"

Twilight laughed. "Oh you very teasing colt you. No, I'm going to save them, just like I saved the Universe. The Magic of Friendship will prevail, I will save the Time Lords, and in the name of the Equestrian Empire I will bring them peace and harmony eternal!"

"You want to turn them into ponies don't you?"

"Well, yeah," the princess snorted, giggling, "that's like, so totally a given."

**My Little Time Lord:**

**The New Pony Earth**

**Pt II**

**The Gods of Old and New**

To her side the Ood squid creature going by the name Theta Omega held onto his brain, which was clearly not in his head. To the front of her the giant talking head from the future gazed down at her from his vapor-filled glass cage. And of course she was on a different planet with evil versions of her friends that were trying to kill her. "Oh dear Gods," exclaimed Ditzy Doo, "it's finally happened, I've lost my mind."

"I assure you Derpy," said Theta, "you are not insane."

She turned away from the Face of Boe and headed squarely in the other direction. "That's what I get for smacking my head into things all the time. Mom was right about everything, why didn't I listen? Those stupid trees and royal carriages and cloud factory."

"Where are you going?" asked the Face of Boe.

"I'm going back to my room," she answered, her feathers ruffling as she wondered which way would lead her home, "and I'm locking myself in until I'm only a little crazy."

"But you can not leave," said Theta, "you are the Hera-"

"Yeah, no I'm not. Bye!"

"But the-"

The first shot of unicorn magic hit her wing, turning it into bubbles. She looked at her wingless side, shocked at the sight of all those little clear bubbles popping. She couldn't feel her limb, not even the feathers. She loved her feathers, she loved her wing!

"Halt criminal scum!" the unicorn guard shouted, firing another spell from his horn. The spell was blocked by the hand of Theta, and shutting the doors of the grand archway, he pressed his fingers against the doors, removing the crease separating the doors, fusing them together.

"My wing" she said, shivering. The hit had been bloodless and painless, but never the less effective in its goal. Her wing was gone, the last bubble that once made up her appendage now floating in the air, till it finally popped on Ditzy's nose. "I don't want to be here anymore. I just want to go home. I didn't think, I didn't know, I just-"

"Ditzy Doo," said the Face of Boe, "the road ahead is already foretold. I am sorry, the time is not right, you cannot go home. But know this young mare: your road is not one of solitude. You are of ponykind. In that regard you are blessed, for it means quite simply, that you will never be alone."

Slowly they moved. Even through the tears of her sobs she could see their slow shifting, turning, growing, the branches of time that spread forth from the ancient Face reaching out towards her. Leaves budded from those branches, she could see them, even through their invisible nature. She could also sense their warmth, of not just the branches, but of him. It was familiar, like meeting a friend after losing touch for a long time, and yet it was so foreign. She didn't know this creature, but he had been telling the truth: they had already met a very long time ago, and would also one day meet for the first time, and very soon.

A single branch twirled up her body, twisting as it reached the joint where her wing had once been. The branch around her suddenly constricted, bursting at the touch of her fur into a bright consortium of lights and glittering dust. It felt so warm, so calm. Her right side glowed brilliantly, the light forming into the shape of a pegasus wing, and just like that, when the light dimmed, her wing had returned.

She gasped, unbelieving of the miracle that had just occurred, and to her body to boot. She tested it. It was impossible, and yet it was so, it was like it had never left her side. Smiling, she hopped up, flapped her wings, and soared as far up as she could, which wasn't very high, as she was still in a rather small cell. She didn't mind bumping her head on the ceiling though, not this time. _What incredible magic_, she thought to herself, as she rubbed the back of her head. "Thank you."

"Not magic Derpy," said the Ood, "but rather, the will of Time itself."

_ The Ood are psychic_? she wondered as she wiped the tears from her still puffy eyes. How very rude of him.

"I apologize," he said, clearly reading her thoughts again, "I will refrain from entering your mind without permission. We utilize psychic energy to communicate with the members of our kind, as well as with others. We can also in some cases make our will manifest, but that is only because of the Eternal One, or rather, the Face of Boe, as the Pony Doctor knows him by. He is the one that has led the Ood through the blackness of these many dark millennia, and has granted us abilities far beyond what we are otherwise capable of."

Ditzy heard the slamming of hooves at the golden door. They were trapped, and the guards seemed far more interested in shooting first than taking prisoners, or sharing muffins. Dear Gods, how she wished for a muffin. At this point even a cupcake would do. Theta kept his fingers on the block of gold. "The door will keep them at bay for a moment longer. I will tap into the psychic reserve of my people to counteract their magic, however, will not halt them indefinitely."

"What happened to everything, to everypony?" asked Ditzy to Boe, "The Doctor says we're thousands of years into the future and that Earth's been changed. My friends are evil! If they're evil then what about my home, what about Ponyville and Equestria? My mom… oh Gods, they're dead, they have to be. For thousands of years."

"Calm yourself young one," said the Face patiently, "there is so much you don't understand, and so much I can not tell you. Such knowledge bestowed upon you would jeopardize everything and everyone, ponykind and otherwise."

"I can tell you that you are the Herald," said Theta, pressing his other hand on the door as magic and laser fire hit it, but fortunately to no effect. That seemed to do the trick, at least for now.

Derpy shook her head. "Why do you keep calling me that? I won't do anything else until somepony, I mean, someone, or uh, whatever you guys are, explains what's going on! And where's the Doctor? You said they were going to kill him too, and you know what? I'd rather be with him right now anyway!"

Though the Face of Boe and the Ood creature weren't facing each other, and though the one had nothing remotely resembling a mouth and the other's mouth didn't move at all, she knew they were talking to each other, and were consequently ignoring her. She focused on the Face of Boe. His name was at the tip of her tongue. Not the Face of Boe one, but a different one, the one he used to go by, back when he wasn't a talking head. She saw his form changing constantly, fur mixed in with pink flesh, fingers and hooves side by side and then not there at all. Billions of years going back and forth, a collection of the impossible, seeing and doing impossible things, the branches of time reaching out into the infinite. The cat woman was there for him; he had died so many times.

"Hands and feet. Is that what a human is? But you had hoofs. Susan loved humans, aww. But why would the Doctor lock Barbara in the TARDIS? Because that was another life, that's why. My Gods, he used to be so old. How can an old man be so young now?"

"Yes," The Face said, "The decision has been made. We are secure for now. First, we will show you the Doctor. Theta will guide you. I will call on you both when the time is right."

_When the time is right. _What did that mean? Why were they involving her in this bizarre alien scheme? In a moment's flash she was in another room. It was a huge library filled with flying books entering and leaving bookshelves as they deemed fit. It was like the books were _alive_.

"And remember Children of Equestria," proclaimed the alicorn Twilight Sparkle on a golden throne whilst images of thousands, if not millions, if not billions, of bowing ponies circled around her, "mother is watching over you, always."

The speech seemed to be over, the many ponies all going back to their business. "See Doctor?" said the princess, pointing at the various floating pictures of ponies, "Here are the ponies of the planet Mondas, over here is Zygor. That's Pyrovillia right there, Raxacoricofallapatorius, Sontar, Phaester Osiris, Vortis, Ruta I, II, and III, just to name a teeny tiny fraction of the planets under my domain. And of course, your one and only Earth. Or rather, that's what they used to be called. It's all Equestria now. No point in naming them anything else, it's not like my subjects need to be reminded of the filth they once were." She shut the machine off. "If you want, you can turn it back on, pick any planet, look anywhere you want. It's all happy ponies. Has been for ages."

The Doctor galloped right past Ditzy and Theta like they weren't even there. In fact, none of the other ponies seemed to notice them at all. Rainbow Dash sure didn't, and she was the one that tried to have her killed "They can't see us?" she asked the Ood.

"Correct. We are here only as astral projections. I have also taken the precaution of shielding our astral forms from their senses. Your physical body is still in the cell with the Face of Boe, safe for now, well, about as safe as can be expected. We are here for your benefit, but to reveal ourselves now would mean folly for both us and the Pony Doctor. For now we observe, until the time is right."

How she longed for the comforting words of the Doctor, even if they sometimes were completely mad. She turned back to face him as he obliviously inspected the control console in the center of the library, him pacing with each new thought that popped into his head. Rainbow Dash approached the princess, whispering into her ear. Ditzy looked on. _What if they can see me? _she wondered_, The holiday flying of the yellow farm!_

"Oh Doctor, I've got bad new and interesting news. First, so sorry, but nopony seems to know what a Jammie Dodger is. Second, erm, it seems we have an intruder in the brig level. Friend of yours? Don't worry, we'll bring her in safe and sound, I know how you love to travel with a fillyfriend or two, from time to time."

"You liar!" screamed Ditzy. It was a good thing she couldn't hear her either. "Dodge the floaty thing! UGH!"

"Time and space," the princess said, smiling, her shrewd, victorious eyes following the Doctor, "are so very relative aren't they?" she giggled, amused by the Doctor and his pacing. "That's how it works, right? The TARDIS? A single minute to you in that thing is like the equivalent of entire generations passing by. So much has changed for us, and yet look at you, it's like you haven't changed a bit! Well duh, of course you haven't, you must have left old Equestria like what, a few hours ago? Just, wow!"

"Hmm, very sophisticated," he said, as if he hadn't been paying attention to the princess at all, "your transmitter I mean. It has to be doesn't it? Transmitting all over the Universe like that, able to access various degrees of subspace and allowing for instantaneous communication to where ever you wish. Quite the achievement. I'm assuming it runs on pony 'magic' yes?" The Doctor smiled, banging his hoof on top of the control console. "Well of course, that's the trick isn't it? How you're controlling an entire Universe. A pony 'magic' spell. Mother is always watching, and always keeping her children in line with a few strong words."

Twilight giggled. "Don't knock what works Doc."

The Doctor immediately ran over to the ever silent, ever guarding Pink Pie. He clopped his hoofs near her face, stuck out his tongue at her, invited her to a party and then uninvited her. There was no emotion from her, not a single one. "What about your friends, the guardians of the Elements of Harmony? Look at them, frozen, obedient, their dead eyes gazing back like there's nothing inside their heads anymore. Something tells me they weren't fans of your vision."

There was the smallest hint of sadness in Twilight's eyes, there and the gone in a fraction of a moment. "Some sacrifices had to be made, its just the way things are. They're still my friends, they'll always be my friends, it's just, we're in middle of a little disagreement right now. I'll let them out of the spell in about fifty thousand years, I think they'll be cooled off by then."

The Doctor walked by every one of the guardians, circling the length of that library. "And what of everyone else then? For someone that professes peace and friendship, you sure aren't afraid to kill. In fact, you take so much pride in your work, sterilizing the Universe, then denying its ponies the right to think for themselves. To question even the smallest things. That's why you had that little pony murdered yes? Because she said a word she didn't even understand? 'Why', a little word, so very common and yet so brutally punishable by your hand. Hoof, whatever."

Twilight's gaze did not leave the Doctor. "You make it sound so horrible. Sterilize, kill, I didn't do anything of those things. Do you want to know what I did? I saved them, everypony in the Universe. War, plague, pain, starvation, apathy, I erased them completely.

I even erased the worst of them all, that most horrible of afflictions: Loneliness. No pony is alone anymore, no pony suffers. That's what I did. I don't murder, I never have. Well, alright, I'll give you one. I killed _once_, and once only. Other than that, I purify, through love and through magic, like with that little Rosetta Star. I loved that pony with all my heart. I, Princess Twilight Sparkle, had no qualms about purifying her corrupted heart. Corrupted by you, I hope you realize. When was the last time I even had to purify a pony? It's been decades, and you judge me like I've done something wrong. The life of one pony measured against the happiness of everypony else, are you really telling me that they were better off like they were before? Non-pony, fighting, dying, alone, and suffering from their loneliness?"

The Doctor grabbed hold of a book as it flew by, forcing it open. While it thrashed in his forelegs, he calmly read several passages. "But that's the thing, isn't it?" he said, still reading, "The will to struggle, to persevere, to charge against the dark despite the uncertainty, to fight and better oneself, and despite it all, to know love anyway, that's what makes living worth while. You, however, have coddled the Universe under your equine bosom."

Twilight shook her head, disgusted by the sheer notion of fighting. "Ponies don't fight, we shouldn't have to and we won't. In the end I'm only doing what comes naturally to ponykind. Friendship, Magic, it's the heartbeat of love Doctor, it's what ponies live for, it's what we're defined by. All I ask is that all ponies abide by that philosophy."

The Doctor let the book fly from his hoofs. "And your rule."

"I am the embodiment of magic. Of course they should follow me, I'm a god. I'm their god! No, I _am _God. God of Gods, the Goddess of all Things. And aren't I just so the cutest God? Aphrodite eat your heart out! Who wouldn't want to follow me?"

The Doctor pressed his back against a book shelf, nonchalantly grabbing another book as it tried to fly off. He read the title out loud. "'The Legend of the Last Centurion.' I knew that man, had a very lovely wife. Became a nurse. The centurion I mean, not his wife, a bedside manner his wife assuredly did not have! As for your question, oh, I don't know, I have a couple names I could rattle off. The Time Lords, for instance."

"Oh, my little pony, that's so sweet, you're advocating rebellion! It's so cute! No one's tried that in a very long, long, long time, I think it was the Judoon that last tried. That didn't last very long. Your people Doctor, once they're transformed into ponies, they'll love me. They won't have a choice."

The Doctor sighed. "You know so very little about us, no idea what you're on about do you? What rubbish! Especially the God part. Sure, we were good at what we did, when we did it right, but Gods? Nah, never. Well, from time to time some would stray into that sort of insanity, but that's all it was. Oh, and all those stories you read, about the Time Lords, it's more myth than reality."

The Doctor began walking right towards Twilight. Her guardians moved as if to strike him down. Twilight raised a hoof, stopping them. The Doctor continued talking. "You didn't get to read about the final days of the Last Great Time War. You didn't see our fall, what we did, what we became. The resurrection of the Master, the rebellion of the Could've Been King and his army of Meanwhiles and Neverweres; you've never had to face the Horde of Travesties or the Nightmare Child and the wrath of her Nightmare Empress. The Skaro Degradations, the Era of the Awoken and the Sorrow of the Forlorn Eternals, so much of what we once were stripped away by bloodied armor. And at the crux of our desperation was the Last Sanction, the destruction of the entire Universe in the name of our own salvation. Those last days, we weren't just losing a war, we lost our sanity."

He paused, his eyes dark with ugly memory. It made Ditzy shiver. Twilight moved out of the way of the approaching colt, her eyes filled with fear. "And in all that insanity and bloodshed," he continued, "lay the Imperial Dalek Fleet at its most powerful. Ten million ships, bearing down on that so-called pearl city. You can't bring them back, the spirit of mighty Gallifrey is dead, its people a shell of what they once were. That time-lock they're in, it ends with a mercy killing. My little Twilight, Spark of your own End-"

"Princess Twlight Sparkle," she said, struggling to hide her fear, "you will address me as Princess Twilight Sparkle. And nothing can stop me. Dalek ships? Do you think I'm afraid of Daleks? That silly extinct race? Or of the Time Lords? Where do you think it all started Doctor? Who do you think forced our rise? I should thank you, because of you we got to see what the Universe was really like, and how much it needed our guidance. We fought back, we removed the burden from your shoulders. I did you a favor, and because I'm such a gracious pony, I'll even do you another one. Help me, tell me where Gallifrey and the Time Lords are, so that their suffering can finally end. You and I, we've purged the Daleks before, we'll do it again."

The tears streamed from Ditzy's eyes. She hadn't known about any of it. She hadn't thought to ask him about his home before his years in Ponyville or about what he really was. She searched her scattered mind for the memories of the Doctor's war. She saw the TARDIS, with someone who was clearly not a pony next to her. He was standing on two legs, had arms and hands, and a head full of long, wavy hair. He was wearing a long, dark green velvet coat with shiny black buttons, a silver vest, and a silver old-style tie around his neck. He had kind eyes, and was so very happy. And then there was nothing. It was strange, just a mere suggestion could bring glimpses or visions or unearth old memories, but not now. The Doctor had buried the war, had hidden it so deeply into his psyche that even she would never find it. What had been so painful, what had he seen and done in a war that only he remembered?

"I'm so sorry," Ditzy whispered.

The Doctor declined. "No, never. Not in a billion years. Last thing Gallifrey needs is to become 'Gallopfrey'. Ha ha, get it? Because you'll make them all ponies. Ponies gallop. Galloping, clop clop clop? No? Blimey, nevermind. Anyway, I suppose you knew I was going to say no." He hopped to the other side of the room, giving the console one last glimpse. "Sophisticated as your _Aithops _is, it isn't capable of time travel, is it? The art of time lost to the web of time maybe? This room, so large and grand, this definitely isn't a torture chamber, and I've seen torture chambers; I was locked away in the Bloody Tower of London! Worst vacation ever. Regardless, you did bring me here to break me. And I'm sure you were already here anyway, orbiting Earth. No ship flies so fast as to find me mere minutes after I jimmied your magic rainbow monitors. You were waiting for something, and it wasn't me. And now you're going to show me something incredible, and horrible. Correct?"

The princess smiled wickedly, her eyes wide with an anticipating glee. "Incredible? Absolutely. Horrible? Doctor, you don't understand me at all. You will though, oh you will! Hon, the sun's coming down for a little meet and greet, just for you!" With a flick of her head the entire library began to rise, elevating with a twirl of its wooden floor, the thousands of books all bursting out from their shelves, flying wildly anywhere their madness led them. The bookcases and tables retracted, disappearing into the ship itself. The roof of the chamber split open and slid apart, letting the sun's untempered rays shine down on them all. Ditzy covered her eyes as the sun's light hit her face. Only, she didn't need to. The sun was dimming. With Applejack, Rainbow Dash, Rarity and Pinkie Pie closing in on their princess, their wings spread wide open as they pointed their horns at their princess, their jewelry of the Elements blaring with their white light, Twilight pointed her horn to the sun itself. "Doctor, watch her, watch the sun OBEY **ME**!"

There was a scream, where it came from Ditzy couldn't discern. She didn't care where it came from though, she just wanted it to stop! The scream was so piercing that glass cracked and metal bent out of the way of what was clearly the point of origin. The flailing skeleton of an alicorn flared into existence, scorched by flame and sizzling, its jaw wide open in pantomime howling. Ditzy couldn't look away, watching as organ and muscle grew onto that skeleton, forming a writhing body. Furry white flesh and suffering, wild eyes formed next with her glorious, multicolored flowing mane and her pure white feathers wings the last to grow out. The screaming mare collapsed before the princess, twitching and panting, her screams finally ending.

"Princess Celestia!" Ditzy Doo herself screamed.

The Doctor walked around the shaking mare. He seemed far more contemplative then upset. Ditzy knew that expression well. "And here I thought you said you killed her." The Doctor turned to Ditzy, giving her a wink of the eye.

"Doctor?" asked Ditzy.

"I said I killed my princess," replied Twilight. She walked over to the catatonic Celestia, and nuzzling her horn against the former princess's horn, kissed her softly on the cheek. "And I did, I just didn't say which one. I keep this one around, to remind me of how weak we used to be. The spell wears off every thousand years exactly, like clockwork, so I have to come back here and send her right back into that big old happy fire ball in the sky. Do you finally see Doctor? Nothing is above me. Not the old gods, not the Daleks, not even you. So you will tell me what I need to know. Cause, gosh, Celestia must surely be lonely in that sun, all on her own. If I could I'd love to make sure she gets some company this time around. Wanna volunteer? Oh and don't worry, I can wait a millennia or two while you think things over."

The Doctor laughed. he laughed and laughed, much to the princess's astonishment. "You have no idea how stupid you are do you?"

Twilight, stretching out her wings, glared her annoyance at the Doctor. "How you try my patience. You're starting to overstep your place, and that's a very bad idea."

"Did I hurt your feelings? So sorry but it's true!"

"Pinkie, Dash, Rare, AJ, I don't want him dead, but make him suffer a little. No, make him suffer a lot."

"Wait! Let me explain. Let me explain. They're brilliant you see. They aren't soldiers, never were, goes against everything they are. They do, however, understand the concept of freedom. So they've been waiting and hiding, biding their time, cause that's what they're so very good at doing! Generation after generation they've been building up psychic energy, storing it all, waiting for the right moment to use it. Cause it's going to take a whole lot of energy, what they're planning to do. Five hundred thousand years of waiting! All for one single moment. And not just any moment. This one right here, with me at its center. Someone clearly tipped them off that I would be here, broke all the rules but I suppose I can forgive it considering how screwed up the timeline is anyway."

"What the Hell are you talking about?" said an increasingly agitated Twilight, "There's nopony else here, it's just us you mad idiot."

"What? You can't see them? Really? Some Goddess you are. And Ditzy Doo! Didn't I tell you to stay with the TARDIS?"

So he did see her. Ditzy turned her head away. "I don't have to listen to you if I don't want to." And it was true.

"Bloody Hell, no one ever does! It's because I yelled at you earlier isn't it?"

_No, of course not_, she thought to herself. Well, maybe. A little. "I'm a Lady, you have to treat a Lady better than that."

The princess pointed her horn at the Doctor. "Ditzy Who? Is that your little fillyfriend? Maybe it's you that's the ditz, cause there's nopony else here!"

"You are incorrect Princess Twilight Sparkle," the Ood Theta said, unshielding himself and Ditzy from everypony's sight. The princess stared at him horror, unbelieving of the nonpony life before her. "We have come from our long exile, here to light the way. We have waited for so very long, as the Doctor says, for this single moment. So allow me to introduce you to the last sentient nonpony species in the Universe. We are the Ood, and we have come to Earth to sing the Universe our song."

With the other ponies distracted the Doctor reached into his saddlebag and pulled out his sonic screwdriver. "Good old Ood kind, never failing to amaze. Well then, I say, let them come and sing!" The Doctor pointed his screwdriver at the control console, the thing turning on, and with a press of a switch on his screwdriver the console began emitting waves that spread far into the depths of space. Ditzy saw them, the many Ood specters appearing and quickly coming into focus; where there was once none there was now the many. Real Ood in physical form, transported to Earth from parts unknown.

They sang, the choir of dozens sang their song, loud and sad and clear. The Princess Twilight and her guardians, paralyzed in their confusion, could only watch and listen as the great gold ship transmitted their song throughout her Empire. Everywhere throughout the Universe the ponies looked up to the skies, and questioned, many for the first time, what it meant, and what it would usher in.

"Thank you Doctor," said Theta Omega, as the others continued singing, "We have hid for so long, preparing for the day that we may begin the liberation of the oppressed ponies everywhere, as you had once liberated us from our enslavement. The ponies will hear our song, and they will begin to understand once more."

"They'll never be human again, or whatever species they once were, will they?" The Doctor asked, already knowing the answer. Ditzy made her way to the Doctor's side. She wanted to comfort him with a touch, only to realize that she was still in astral form. It broke Ditzy's heart to see the sadness in his eyes.

Theta shook his head. "Our goal has never been to restore their forms. It's simply beyond our ability. Life is precious, Oodkind believe this beyond all else. We must protect its sovereignty, whatever the form."

"What the Hell are these things?" Twilight finally screamed out, pointing her horn at Ood Theta. The spell went right through him.

The Doctor trotted about the singing Ood. "Still out of the loop I see? Like he said, they're the Ood, here to sing their song to the Universe, come to show ponykind something more _maneficent_ and incredible than you'll ever understand."

"Those things are abominations and have no place in my Equestria! Guardians of the Elements, spare the Doctor, but purify the rest!"

A twist of the knob on the screwdriver brought Rarity, Rainbow Dash, Pinkie Pie and Applejack to their knees. Ditzy looked into Dash's eyes, the poor mare confused and dazed, but as she awoke from her long slumber, the pony that represented the Spirit of Loyalty looked up at the little pegasus, and with the fog of confusion lifting from her eyes, she struggled as if to even recognize the grey mare. "Ditzy?"

Ditzy smiled at her old friend. Before she could try and hug her, a flash of light brought Ditzy back into the Face of Boe's cell. The guards were still pounding at the door. Something like the sound of a laser was hitting that wall of gold, slowly but surely burning itself through.

"Young Ditzy," said the Face of Boe, the brilliant golden halo around that very strange alien brighter than ever, "it is time."

She dreaded it. It was nonsense, she wasn't ready for it, why couldn't they ask the Doctor to save them again? He was very good at doing that! "Time for what? I don't understand! I'm not some kind of hero! I just wanted to see the stars."

"You are the Herald," Theta said, petting the pony's mane.

"You're here, for real?" she said in awe.

"Yes, I am now tasked with teleporting the Face of Boe back to the Ood home world. My physical presence is required for that, so it is with great pleasure that I introduce myself in person. I am the Ood Theta Omega, and I thank the Herald for what she is about to do."

"Herald, what does that mean?"

"You are the beginning, and for now, that is all I can say. I bid you my farewells, for when your task is completed, we will no longer be aboard this ship. After this, I fear we will not see each other ever again. Good bye dear Ditzy Doo, may your song never end."

A million questions ran through her head, and there was no time to ask a single one of them. The temporal energy was beginning to vibrate. She saw the eyes of the Face of Boe gazing at her through the vapor in his glass cage. From her own body the particles of gold came, the stuff that had saved her life years before. With words she couldn't hear but understood anyway the Face of Boe spoke to her. She was no longer in that little room with the guards trying to break in, not anymore. She looked into the Schism of Time, the endless possibilities occurring all at once down that long tunnel. There was a truth in the Universe, something all encompassing, deep at its end. And for a single moment, she understood everything.

* * *

The song grew louder. Princess Twilight fired a spell, turning the nearest group of Ood into solid stone. Another spell turned dozens more into rose petals. She reveled in their purification. That these things dared to show up in her home was unforgivable.

But they weren't attacking her. With their hands placed against the shoulders of her friends a white flash sparked forth. In a single moment the remaining Ood, the former Princess Celestia, Pinkie Pie, Rainbow Dash, Rarity, and Applejack had all disappeared. The Doctor was still there though, smiling foalishly. "What did they do?" she asked, "What just happened? What did you do? If they hurt my friends I swear-"

"Hurt? The Ood just saved your friends! From you. They're somewhere safe, where they'll never have to do your dirty work ever again."

Twilight, in her rage, cast another spell at the Ood frozen in stone. They exploded into dust and pebble. The Doctor eyes grew narrow, and for a moment there was a flash of hate in his eyes. Suddenly he smiled again.

"Is that rage Princess Sparkle? Good. I hope you burn in it. Now, as for what I did, well, did you forget princess? How I manipulated the Elements of Harmony to destroy the Daleks? It's energy, a kind I've never encountered before and don't at all understand, but energy none the less. You've put me in a giant satellite powered by 'magical' energy, with the Elements of Harmony surrounding me, what were you thinking? The Ood home world is so far away, they needed an extra push to make the jump from their home to Earth, and thanks to your technological marvel and all that so-called magic, I managed to give it to them. And then I broke the spell you had on your friends. It was a lot easier than I was expecting actually."

The Princess fumed, glaring at the brown colt as he continued talking away.

"Those ponies, that heard the Ood sing, a very lovely song by the way, they must be very confused and in the most weirdest ways. But they don't know how to express it, since you took their ability to do such a thing. 'Why?' They don't know that word anymore, cause of you. It's so simple a word, and yet so very powerful." The Doctor raised his screwdriver into the air. "Allow me do the decent thing and give them the word they're looking for!" The Doctor cleared his throat.

"'Why?'" He turned off the machine. "There we go, simple as that. End of your empire, might take a few thousand years but it's done with. You might as well give it up now and save everyone the trouble of some big old war. Most importantly, if you're any smart you'd run, because I've had my fill of you. You were brimming with so much potential, and you squandered it."

Twilight snarled. "You haven't changed anything. The Ood are trash, your Ditzy Doo will die by my horn. I'll find the Ood, I will find my friends, I'll stop th-"

With a flick of his head he pointed the screwdriver at Twilight. She crumpled to the floor in terrible agony. "No you won't," he said softly, coldly, the handle of the screwdriver balanced between his clenched front teeth as he pressed its toggle. The princess screamed, and the Doctor, his blue eyes burning like the hottest fire, took joy in her pain. "You've taken everything wonderful and beautiful away from me, everything that made living worthwhile. Allow me to return the favor."

"STOP!" she wailed.

"The legends you've heard about me, let me set the record straight. I am The Oncoming Storm, The Bringer of Darkness, The Destroyer of Worlds, The Dark One Whose Name Dare Not Be Mentioned, The Bloody Doctor of the Farthest Edges. I was the lone inmate of the impenetrable Pandorica, built to protect the Universe from me! You think the Daleks killed the Time Lords? No, I'm the one who banished them into a never ending Hell! I killed the Time Lords, my own people! In the shadows my enemies don't dare utter louder than a whisper, because if I so much as hear them breath they know I'll silence them in a heartbeat. You thought you could control the Time Lords for all eternity? You couldn't even control me for a single day!"

"PLEASE! STOP!" screamed the princess in her raw agony, "MERCY, PLEASE!"

"My mercy is not limitless! No second chances, no redemption, not for you!"

The Doctor watched her spasm madly. The flying books up above burst into flames, overloaded with the Doctor's manipulation of their pony magic. In the Doctor's rage he ignored the cracking glass and the exploding control panel. Even as the ship began to rumble and bend, the Doctor kept his screwdriver pointed at the suffering mare. She would burn, he vowed to himself, she would feel pain unyielding and apathetic, till she finally died broken and mad and alone, and if he had to die too, once and for all, his final days as a pony, then so be it.

"No," a voice said.

The Doctor looked up, the ship shaking and groaning as it began to descend back towards the Earth below. She was there, the little grey mare with the seven bubbles for a cutie mark and the weird, wonky eyes. He didn't speak, even as he begged Ditzy Doo with pleading eyes. _Let me kill her_, they said, echoing the pain within his two broken hearts, _please, just this once, let me have vengeance._

They could both hear the tearing of metal and the flames of burning books. The smoke stung her eyes and made it difficult to breath. She didn't flinch. "No."

The Doctor dropped his screwdriver. Princess Twilight Sparkle, still shaking and barely conscious, teleported away. The Doctor made his way towards the cracked windows of the failing vessel and looked down at the Earth below. As she picked up the screwdriver and placed it in his saddlebag, she turned her gaze to the Earth as well. Its blue oceans and green land were so clear from so far up. She didn't understand what was wrong with it. If she had once she didn't now. "Earth is so beautiful," she said. It was, she had never seen anything like it before.

With his back to her and his eyes staring out at the Earth below, he let out a strained chuckle. "Yes, it still is, isn't it?"

* * *

The escape had been something of a miracle, though it helped that the Doctor was assisted by a pony companion that could fly. The TARDIS was quiet, far more than Ditzy had believed possible with a colt like the Doctor flying it, but it was better than being inside a burning ship at least.

"Ditzy," he said, "I don't wish to interrupt you but if you could stop playing with the scarf for a moment, I'd like to show you something."

Ditzy looked at the scarf around her body. She stood up, wrapping it around her neck. "Romana was lonely."

"Then she can come and see too. And isn't that supposed to be my scarf? Well, I did give it to you, I suppose it's yours now. Bloody hell, we'll have to get you a hat then won't we?"

The Doctor was by the TARDIS door. It was open, and he was staring out into whatever lay out there. Could it be another planet? Perhaps they were still on Earth for whatever reason. Outside she could see the night sky, though oddly brighter than normal. When she went to step out she stopped, gasping. There was nothing underneath her. Nothing, neither grass nor cobblestone path nor planet at all. It wasn't just the night sky, it was space itself, and all about the TARDIS was the warm glow of something she couldn't see. Ditzy gazed into the forever of space with eyes wide open.

"Exactly. Let's turn the TARDIS a bit. Be right back."

_Where are we? _wondered the pegasus. She had never seen space like this before, not even during her short stay on Equestria's moon. Space was still as black as ever, but there was less of it, its void instead filled by colorful, shapeless cloud-like things she'd never before seen in the night sky. The Doctor was turning the ship with whatever weird turny thing he used for that. The light at the edges of the TARDIS grew brighter, till she could see the profile of an endless ocean of bright lavender-blue, shooting out miles long stretches of flames and dust into the reaches of that colorful space. Ditzy, her heart pounded in her chest, watched in stunned silence as the TARDIS continued turning, till she and herself were facing that ocean. It was so close that if she really wanted to she could have easily reached out and touched it, that endless sea of living fire.

"It's the surface of a star," said the Doctor, moving to her side, seating himself besides her, "and not just any mind you. It's the first one, and the largest ever to be birthed, formed ten million years after the beginning of time itself. She's so ancient and long passed on, by your time you can't even see her starlight. You'd have to travel to the longest reaches of the Universe to find her sunshine. Relatively speaking, at this point she's barely older than a newborn baby."

The thought of that saddened her. "She's alone then?"

"Oh, don't worry about that, she'll have brothers and sisters soon enough, and she'll give birth to other stars as well, whole clusters worth. The galaxy she belongs to, that's not even formed. None of them are yet. This is the genesis of life Ditzy, the first of firsts. Well then, go on, you wanted to touch a star. Now's as good a time as any."

She thought stars were untouchable because of their fire, 'burning and burning', as the Doctor had once put it. Still, she couldn't resist. She closed her eyes and moved her hoof forward. Her hoof was touching it, touching its flames. "It's cool," she said, surprised.

"Actually she's cold enough to freeze your hoof off. I've modified the TARDIS's field though, you'll be fine. Well I think so anyway. Well, we may have to clone you a new hoof. Possibly."

"Time Lord. It's what she called you. It's what you really are. Hands and fingers and stuff, like a human, only not. And you've lived so many lives, I even saw one of them. How old are you? A hundred years old? Five hundred? Nine hundred?"

"Nine hundred? I wish. Do I really look that young?"

"You don't look much older than me honestly," she responded, a small blush coloring her cheeks.

He didn't seem to notice. "No, I'm not that young. I'm nineteen hundred and two, give or take a decade, or more. Hmm, I do know for a fact that there is a two in there somewhere."

Was he for real? He was almost as old as Princesses Luna and Celestia combined. Well, is, or one day would be, however that worked. "That's… pretty old."

"Yeah, definitely. No longer am I the sprightly young man of two hundred and thirty-six, when all this began. For whatever reason though, I do seem to be constantly regenerating into someone just a bit younger than the last. Weird."

"And you're the last one? The last Time Lord? I don't even know what a Time Lord is, and they're already gone."

"The Time Lords are the oldest race in the Universe. We appointed ourselves as the protectors of time and space, always to watch down from our planet, swearing never to interfere with the rest of reality, swearing never to do harm. We were so beautiful, so long ago, the stuff of legends. My once great Gallifrey, my home planet, how it shone so brightly. It really did. I wish I could've taken you there, shown you what the mighty Time Lords once were, what we once stood for. It's all gone now, along with the best of what my people once were.

As for whether or not I'm the last one, at some point it was more complicated than a simple yes or no, but now, it seems I really am the last one. Ultimately it means the same thing. I have no home. I have no people. Earth became my home for awhile, or the closest thing to one. Earth and its humans, with all their horrible cruelties and tragedies, and yet with all their beauty and curiosity. Humanity, that little childish race, with all its limitless potential. I saw them evolve and grow and spread throughout the stars. Now all that's gone as well."

"Gallifrey," Ditzy said, slowly moving her hoof in circles on that star's surface, "I can almost see it Doctor. Like, I can almost feel the wind on my face, or the warmth of the two suns rising. Silver forests with silver trees, going on forever and ever. The capital shining so brightly with its glass dome, who puts a glass dome over a city? But that doesn't make any difference, because it feels like home. Oh! You were the president, and you hated that job so much. President Doctor, the leader of Gallifrey. Your home. Your people. I miss it, even though I was never there. I miss Susan, and I don't even know who she is."

Ditzy pressed her head against the Doctor's shoulder. A tear rolled down her cheek. "I miss them all, and I never even knew them. So how can you handle it? Everything and everyone you ever loved, gone. How can you bear it, losing so much?"

The Doctor watched that sea of flame burn; he was stoic in a way she had never seen him before. "It's very simple really. I run, and I never stop."

"You can't forever, can you?"

He remained silent, watching that blue star in all its warmth and brilliance. If Ditzy still hated the Doctor, she couldn't make herself feel it now. She wasn't sure for how long, but together, in their silence, they watched that first star light the infant Universe.

"Apples," she finally said.

"Apples?"

"I'm starving like you wouldn't believe. You're not very good at keeping your guests fed are you? I'm gonna go get some from the orchard before I drop dead."

The Doctor smiled. "That's right, we never did manage to get you that muffin. Oh well, we'll be heading back to Earth soon anyway, circa a point in time that'll still have humans on it, I hope. Right then, a snack and a nap for you and then we'll be ready."

With his eyes still on the star, he never saw it coming. A kick to the back of the head, even from a filly like Ditzy, could easily knock anypony out. Probably even the Face of Boe too, though she'd have to hit him really really hard most likely. Ditzy ran to the main console thing. _Turn that knob, press the wizzle looking thing, flip these switches…. And what else?_ At one point she _had_ had it all in her head. It was gone now, some horrible trick had taken it away. She tried to remember. MUFFINS!" _Yes, muffins are the answer! Mom has muffins, if I can get to the muffins_-

No, that wasn't the answer. Muffins usually were, but not this time.

"Please Sexy," she said, looking about the TARDIS with its combination of crystal and polished wood, " I need your help. Take me to the stars." The TARDIS rumbled.

"Oh, uh, sorry," Ditzy said, blushing, "I won't call you that again." She was however, a very sexy TARDIS. But that was neither here nor there. Pulling the unconscious Doctor, who was floating out in the vacuum of space with his head dunked in that star, back into the ship by his tail lest she forget, Ditzy then covered the unconscious colt with a blanket. He wouldn't be very happy if she were to leave him in space, she reckoned. She wondered if a Time Lord could breath in space. She knew she couldn't. "I'm sorry," she whispered. Hopefully he would understand when he woke up.

The engines started, her heart skipped another beat. Finally, to the stars. "Allons-y."


	7. The Pegasus Starlight

"Hello," said the bashful yellow pegasus filly to the not nearly as bashful grey pegasus filly.

"Hi!" the other pegasus said with a smile, "I'm Ditzy Doo. Wanna go explorin' and treasure hunting and searching for the mysterious Moon Princess of the Whitetail Woods?"

The yellow pegasus, having been born and raised on the clouds above, had never been one for exploring, or meeting new ponies. It was only very recently that she had discovered Equestria's forests and its many adorable, loveable creatures. This however, was her first time actually meeting a pegasus pony, or any pony, on Equestria's surface. While she had been in the thick of the Whitetail Woods before, she certainly had never considered the possibility of finding another pony there. And Ditzy Doo certainly wasn't a shy pony.

The yellow pegasus struggled to make herself speak as loudly as she could, which honestly, was barely above a whisper. "Pardon me," the shy pegasus shyly asked, "but why is a moon princess living in a forest? Wouldn't she want to live on the moon? I'm- I… wait, no, I upset you didn't I? Now you hate me don't you? Please don't hate me I didn't mean to be mean. I knew I shouldn't have opened my mouth, I-I'm sorry. I'm so sorry!" _Great, _she bemoaned mournfully,_ she already hates me. _

The grey filly was taken aback. "Uh, wow, um, it's ok! Really, don't worry about it. Oh, and to answer your question, it's a summer villa, cause everypony knows it gets cold on the moon. Now come on, we have a princess to find!"

The yellow pegasus knew it would only make things worse to decline. "Ok, if you know the way…"

Of course Ditzy didn't know the way. That would be silly, if she knew the way, then what would be the point of searching for it in the first place? But she had it under good authority from a not particularly nice griffon that the mythical Moon Princess lived in the forest. And if she found the princess, maybe she'd get a treat, like moon candy! Or maybe she'd even get her own cutie mark! The yellow pegasus had already discovered her cutie mark, much to Ditzy's adoration. "What's your name by the way?"

The other pony's feathers ruffled. "O-Oh, I'm, my name is Fluttershy. It's nice to meet-"

A loud bang akin to the sound of lightning, only worse, shattered the calm serenity of the sunny Equestrian sky and shook both ponies momentarily off their hoofs. Clouds suddenly formed and just as quickly parted as something akin to a comet, only rectangular and blue, pierced the sky. It spiraled out of control, and to the distress of both ponies, was heading in their direction. Fluttershy looked on in terror, her body frozen stiff as the strange object tumbled towards her. It was Ditzy Doo that pushed Fluttershy and shook her out of her stupor. "The Moon Princess is attacking, fly away!" yelled the grey pegasus.

The strange box-comet bounced and skirted across a long distance of forest canopy before finally smashing through several dozen trees and coming to a complete stop on a particularly thick oak tree. Or what was left of the oak tree, which was now little more than a collection of splintered branches and descending leaves. Ditzy Doo was first to inch her way closer to the strange comet-box. The shaking Fluttershy hid behind her.

Ditzy was awed at the thing that had fallen from the skies. It was certainly blue, a very nice shade of it painted over a wooden frame, which wasn't the least damaged even though the thing had smashed through what Ditzy estimated to be about 20 bajillion trees, give or take one or two. Scrolled across the top of the box, and in very clear, white lettering, were the words "Police Public Call Box". Just what that meant neither pony knew. Maybe it was simply a moon thing.

The door opened, both ponies watched in anticipation. Or intense fear. Was it the Moon Princess, a moon demon? Something not moon-related at all?

A young mare with a scarf wrapped awkwardly around her body stepped out of the box. Or rather, she hobbled out. She was a grey pegasus pony, with her coat being the same shade of grey as Ditzy's, and her blonde hair just as blonde. But she did have a bubble cutie mark, something Ditzy didn't have.

"OK," started the mare, barely holding herself steady on the doorway of the box, with her eyes all crossed up and whirly, "now…. where did that muffin go?" The mare fainted, collapsing on a bed of settled leaves and disturbed soil.

Neither one of the fillies had any clue in particular as to what to do next. Ditzy tilted her head. "I think she's dead."

"The Moon Princess sure has a small villa," squeaked Fluttershy.

Ditzy gasped. "Dibs on the villa!"

_**THE DOCTOR **_

_**DITZY "DERPY HOOVES" DOO**_

_**DITZY "DINKY" DOO**_

_**AND  
**_

_**FLUTTERSHY**_

_**IN**_

_**MY LITTLE TIME LORD:**_

_**THE PEGASUS STARLIGHT**_

The Doctor's vision was blurred for only a moment. There was something strange in front of him, like a glimmer of something he once knew, something familiar. It vanished with the return of his eyesight's proper clarity. The giggle of a very young child caught his attention. _Sarah Jane, where's Sarah Jane? _he wondered. No, not her, Amy, or, was it Rose? _No_, he recalled finally, as he grunted from the throbbing pain at the back of his head, _they were from different lives you daft old man. _Herubbed the bruise, though not that it mattered, the TARDIS's diagnostic systems were adequate enough to heal something as minor as a bump to the cranium. Still, had Ditzy Doo kicked him? Over the dereliction of his muffin duties? "One single trip to a muffinless future and she has to go berserk on me. Bloody muffin love."

"I love muffins too! Not bloody ones. Ew. Are you a moon prince?" asked a high pitched voice.

Had a child gotten into the TARDIS? He turned to see the grey pegasus child, flapping her wings as she looked at him quizzically. "Hello there," he sad, himself puzzled, "haven't I seen you somewhere before? Not on Earth, you're too fidgety to be that lot. I'm the Doctor by the way, not a moon prince. Pleasure to meet you. Actually I don't think Princess Luna ever married, but I might be wrong about that."

The girl grinned from ear to ear. "So you do know the moon princess!"

The back of his head still ached something fierce. The Doctor let out a rather loud groan as he got back up. _Bloody Hell that girl has a mean kick. _"Hold on a minute, I didn't regenerate did I? One moment, gotta check myself. I might have fingers again."

"Huh?"

"Oh no, never mind. Still pony me. And here I was hoping for a new set of wings. Anyway, I never got to know Luna very well. Met her sister though. A bit disagreeable. I'm sorry, who were you again?"

"I'm Ditzy Doo!" said the pony, "and that filly over there is Fluttershy. She's kinda shy though, so you gotta be very nice to her."

"Wait, no you are not- oh wait, you are aren't you?" The Doctor spotted her, the little yellow-furred pegasus pony, quivering like a leaf behind the TARDIS control console. He waved his hoof. She squealed, hiding herself entirely behind the console. "Yes, that's her alright, only not the right age. I- hmm. The TARDIS has been invaded by baby pegasi. That's… yeah, that's pretty unusual."

The Doctor ran toward the TARDIS door as the pegasi looked on. "What's a TARDIS?" asked Ditzy, following the colt, "And why is this place so big? Outside your villa is like, the size of a shipping crate. Is it moon magic? Are you a moon wizard?"

He recognized the Whitetail Woods instantly. It was a lovely place, very well managed by the power of pony magic and influence. He had even participated in several Running of the Leaves and other such events during his long stay in Ponyville. Very good exercise. Several acres of forest had been cleared out by what was clearly a crash landing. What a shame.

The Doctor trotted over to the nearest console. The power was out, and would be for quite some time, as he had expected. Travel into Equestria had always been a problematic proposition. Still, he didn't need a scanner to conclude the obvious, that he and Ditzy, the adult one rather, had traveled into Equestria's not too distant past. The Doctor had returned to Equestria. And so had Ditzy Doo. Only, technically Ditzy hadn't left, not yet anyway. The implications were startling.

"Are you?" Ditzy asked again.

"No sorry, just a Doctor. I'll have to leave the sunshiny whimy magicy… somethingy to the unicorns. As for the size, I'll tell you all about it when you grow up." Now was not the time to explain the 20^-dimensional quasi-quantum mechanical workings of a TARDIS to a child he wasn't even supposed to have met yet. It was hard enough explaining things to her future self. Or anyone really.

"What's this?" asked the precocious as ever Ditzy, "Is it a Nightmare Night decoration? Oh my gosh, does this mean she really does come to pick up our candy sacrifices?"

The Doctor looked down at the cracked, stone-like remnants of an old enemy. It was the head of a Weeping Angel, a statue-like creature in the form of, a weeping angel, that moved faster than sight could detect and killed in a myriad of horrible ways, yet only if not looked upon. A single blink could mean life or death when it came to dealing with them.

But they had all been vaporized centuries ago, save for the bits and pieces of a single corpse. The Doctor had kept it on the TARDIS for safe keeping. The crash long ago had destroyed so many of his possessions, he had simply assumed that relic had been among those things lost in the explosion. The head had survived then, possibly stuck somewhere in the TARDIS when the regeneration process had commenced, and had only now been dislodged. It was harmless though, nothing more than a fossil of a long extinct foe. Still, its dead, angry glare sent shivers up the Doctor's spine.

"Don't play with that. I can't guarantee it won't try to eat you." Ditzy quickly backed away from it.

The Doctor trotted over to Fluttershy's location. "Fluttershy, sweetheart, your overprotective parents must be incredibly worried about you, do you think maybe it's time you went home? Or at the least, that you went off to meet new, wonderful bunny friends?"

She wasn't there. She and Ditzy were above him, the shaking yellow pony being led around the TARDIS by the most incorrigible of ponies. "Ditzy, don't you want to go home, have supper with family?" _And not contribute to the destruction of the Universe?_

Ditzy looped about the central cylinder pumps of the TARDIS control panel with the reluctant Fluttershy in tow. She stopped only to address the Doctor. "Yeah, but I wanna go to the moon first! Come on Fluttershy, tell him we want to go to the moon."

The awkward pony shook her head, muttering something even the Doctor couldn't hear, which was an accomplishment, the Doctor had particularly good senses. Ditzy Doo leaned in on Fluttershy. "Come on Fluttershy, I couldn't even hear you."

The pegasus squeaked another response. The Doctor wasn't quite sure what to make of it. Not the shy Fluttershy part; no, Fluttershy's severe timidity would remain her status quo for the majority of her youth and young adulthood. That was not a new notion for the Doctor. No, it was the madness of all these ponies. Insane ponies driving his TARDIS, corrupted ponies taking over the known cosmos, and pony princesses with all their still unexplainable pony magic. Not to mention the madness of being a pony himself.

The Doctor sighed as Ditzy Doo tried to get Fluttershy to speak. She managed to get a low mumble out of the pony. How had these ponies gotten into the TARDIS anyway? Attila the Hun's rampaging hordes, entire divisions of New Era Roman Legionnaires and Hitler's 3rd Reich had all failed where two oddly coloured mini-ponies had succeeded. And how had the adult Ditzy gotten into the TARDIS in the first place? He needed a drink. Tea, presumably, with apple in it. Some sort of apple tea. "I'm absolutely confounded."

"Take us to the moon," the Doctor finally heard the shy pegasus say, if very, very softly. "Are there animals on the moon? Cause I love animals a lot, like kittens and bunnies and capybaras. I don't know what I would do if animals didn't love me back…"

The Doctor knew exactly what Fluttershy would do if animals didn't love her back. It wasn't pleasant. "Speaking of animals, and while we're at it, the moon and muffins," he said, heading to the TARDIS's exit, "there certainly aren't baby moon dragons and baskets full of moon muffins just outside this doorway."

Ditzy gasped. "He's using reverse psychology, there so totally are baby dragons and moon muffins outside!"

The Doctor shrugged, "I said there aren't any, but if you want to take a look, be my guest."

The two fillies dashed out. The Doctor shut the door. "That was easy, if a little disingenuous." Still, not even the accumulated masses of the entire Equestrian filly population would be able to get through that door now, it didn't matter what magic they used.

Something was still amiss, and what it was the Doctor wasn't sure of. He'd have to figure it out on the way back to Earth. Though then again, was he really in a hurry? He hadn't been to Barcelona in awhile. The planet of course, not the city, though he could visit that as well.

"Muffins!" cried out Ditzy Doo, the adult one, from outside the TARDIS.

"Oh damn it!" screamed out the pony Time Lord as he reopened the door. Of all the things to have forgotten, he bemoaned, and of all the things that could have been happening right outside the TARDIS. If Ditzy and Ditzy were so much as hugging, the integrity of the entire fabric of space-time would become compromised. The Doctor's two racing hearts felt like they were lowering into his stomach.

So it was with little exaggeration that when the Doctor opened the TARDIS door, and when he watched the adult Ditzy Doo twirl and toss the smaller Ditzy Doo up and down with her forelegs, that the Doctor, his two hearts once again feeling like they had fallen even lower into his pony body, perhaps into the small intestines, that he became a little concerned. But by just a little. "Well that's wonderful Ditzy, you've just ended the Universe."

Both Ditzys turned to the Doctor, the younger one trying her best to mimic the older Ditzy's wonky-eyed condition. "Huh?" they both said in unison, before they turned their attention back towards each other. The Ditzys continued their tossing game.

Fluttershy, hiding behind the adult mare, apologized for ending the Universe. She looked very solemn, as if to take the responsibility of the Universe on her shoulders. She seemed to be on the verge of crying, at which point, the mare Ditzy Doo hugged her. She directed her ire at the brown colt. "Look a what you did! She's making the choice, you made her cry cause she knew who the murderer was!"

"Huh?" asked both the filly Ditzy and Fluttershy.

"She's upset with me. Which, might I add, is a little absurd," said the Doctor as he wondered how he was going to fend off the inevitable Reaper attack.

"Wow," said the child Ditzy with a giggle, "the moon princess talks funny. Where did you get the muffins from anyway?"

The mare Ditzy shrugged. "I don't know Dinky. Where did I get them?"

"Dinky?" asked the filly Ditzy.

"Yes you, Dinky Doo, my beautiful little girl. I wonder who I married to have you." She turned to the Doctor. "Dinky needs a father."

The colt shook his head in the negative in a very disturbed and frantic way. "Oh wow, _no_. That's not what's happening. Or happened. Or will happen. No, sorry, oh no no noooo. There's a more important matter at hand, we have a Universe to save."

Fluttershy whimpering grew ever solemn. "My voice ended the Universe? Why did I have to scream? I should never ever make another sound again."

"Well derp _Doctor_, " said a defensive Ditzy, "Look at you, Mr. The Oncoming Storm, bringing down metal armies and Equestrian Empires but can't manage to get himself a paying job! I bet your degree is honorary too! Oh my Gods!" she squealed excitedly, "I'm nagging, I really am a mom. Oh Dinky, I love you so much!"

Adult Ditzy, with child Ditzy in her forelegs, pounced on the Doctor, and hugged him tightly. The poor child pegasus whined as she felt herself being crushed between the two adult ponies.

"Dinky's going to have the best family ever," said Ditzy. A thought occurred to her. "The TARDIS needs a nursery."

"That's not Dinky. There is no Dinky. I'm not her father! And the nursery blew up awhile ago."

"I'm not Dinky!"

"Um, excuse me, but she's not Dinky. I think, I dunno, I'm still sorry for ending the Universe. I better stop talking…"

The adult Ditzy Doo looked at the struggling pegasus pony in her hooves. Her eyes were normal, perfectly, perfectly normal. She couldn't fly too well yet; she wouldn't be able to for a few years more. A smile grew on her face. "Dinky-"

"My name is Ditzy", asserted the filly.

"Aww," Ditzy responded, "The pieces aren't in order. Come on!" The mare placed the child onto her back and began walking away.

"What?" asked the Doctor as he followed, "where are you going?"

"Starlight wings," said the mare, "I'm taking her home."

* * *

Nopony seemed to understand. The Universe was going to end. The Time Lord had no choice; he needed to explain it to somepony, anypony. And he did have one of Equestria's greatest heroes amongst their miniature caravan.

"So Fluttershy," he said, "when two versions of an entity, say, a little Ditzy Doo and a big Ditzy Doo, come in contact with each other, their matter inevitably ends up sharing the same particular space in time. This, because of their extreme proximity, causes a temporal paradox. Understand?"

The girl was barely paying attention. For a single moment she thought she caught sight of another pony galloping behind a tree. A quick look revealed nothing. The Doctor had asked a question, something about timber partridges. "Yes," said Fluttershy with a smile, and then lowering her head in embarrassment. "Um, I mean, no…"

The Doctor had expected as much. "Don't worry about it, the point is, we're going to have to do something about the Reapers. "I guess in simplest terms, you can describe them as dragons."

"Baby dragons?" she asked hopefully.

"Unfortunately no, they're more like the regular grown-up type, only much more dangerous. Huge scythes for tails. They can, how do I explain this, they eat reality, starting at the point of the paradox, till there's nothing left. Like an overreaction to an infection. And they do this rather quickly, I'd say in about less than a day."

Fluttershy fainted. Clearly he had explained too much to the wrong Fluttershy. Then again that reaction was rather typical for her, regardless of age. And he was just about to get to the confusing part too.

The Doctor scanned the Ditzys with his screwdriver. They were clearly the same biological entity, just at chronologically different points in time. So the merest touch should have sparked off a paradox. The scans were conclusive on that part. He scanned them again, checking for their temporal signature. There was nothing to suggest that they were even in contact, even though the filly Ditzy was riding ontop of the mare version of herself. It didn't make sense.

"We're here!" said Ditzy, the both of them. Little Ditzy glided off the mare and galloped towards her cottage home. "Papa, I'm home!"

_ I'm home, _thought the mare Ditzy Doo. It was just like the cottage she had grown up in, the same that had burned down during the war and had been rebuilt by the kind ponies of Ponyville. Only, even they hadn't gotten the house exactly right. Here, now, the pink roof was in better shape than during the years after... she didn't want to think about it. He had been the one that used to fix the sinks and do the heavy work, she suddenly remembered. She would try to help, she really had, but she had been too small back then. He always welcomed her help though. He would always come home dead tired from work with a muffin just for her. She hadn't remembered these things, not for the longest while.

It wasn't really her home, this much she understood, because it was Dinky's home. But it was close enough. Hoofsteps, heavy, foreign and yet familiar, sounded their way towards the door. It opened.

Dinky hugged the forelegs of the colt she called papa. That was all she had known him by back then; it was all she had needed to know about him back then. In time, Dinky would learn what papa's real name had been, and would subsequently hide it away.

A white pegasus colt with a blonde mane and a cutie mark consisting of seven gold stars picked up his daughter and embraced her. She kissed his forehead and giggled.

"Where have you been?" said the colt, much to the mare Ditzy's shock, "I'm sorry if she was misbehaving, she can be such a handful sometimes. Hello, my name's-"

"Starlight Doo," interrupted the mare, still shocked at the sight of the white pony. He was still wearing his mailpony hat. "You're Starlight Doo."

"Oh good, Ditzy mentioned my name. Are you alright? You look like you've seen the Nightmare Moon or something."

"She's the Moon Princess papa!" said the filly, "We saw her land in a tiny blue villa. Only it's THIS big in the inside." She spread her forelegs as far as she could.

The older Ditzy could hardly react. "No, I'm fine. I'm D-"

"Derpy Hooves," said the Doctor, "her name is Derpy Hooves."

Ditzy gave the Doctor a stunned look. _You didn't._

The Doctor continued. "Sometimes she gets very emotional meeting new family members. She's a distant relative of yours actually, I know, shocking yes? It's a very sordid mess, very back and forth, loopy and complicated. But very simple when you think about it. Name's the Doctor, a pleasure to meet ya. This syncopic young lady on my back is Fluttershy. She's shy. Oh and rest assured, your daughter wasn't up to any mischief. Well, none more than usual, though something tells me she'll be quite the stubborn type when she grows up."

"Now that I think about it," said Starlight Doo, "you do look very familiar. You have the Doo eyes, even if they're a little cross-eyed. I know a colt that can fix that right up. Doctor Who, the local physician, he's very good at with healing all kinds of ailments."

The still dazed mare turned back to Starlight. "Doo eyes…"

"Well, if you three want, you can come in. Stay for lunch, there's always plenty. That filly's OK, right?"

The Doctor accepted the invitation for them, and as they entered the cottage, the mare Ditzy watched the filly hop unto her father's back. He placed his cap on the little filly's head. How adorable, how she remembered him doing that all the time.

"Papa," the older Ditzy whispered to Starlight Doo, oblivious to her words, and with tears flowing down her joyful eyes, "I'm home."

* * *

It was past lunchtime, and despite the near constant interaction of the two Ditzy's with each other, the Reapers hadn't come. The Doctor was perplexed, though in a good way. The Universe hadn't ended, and it had been given plenty of time to go ahead and start doing that. He followed his companion closely, never for a moment letting her leave his sight, except for when she used the bathroom. Something was terribly wrong, even if in a wonderful way.

"Doctor, look!" said the excited Ditzy, pointing to a marking by the entrance of what is, was, and would one day be her room, "I used to be this small. See, I think I was just a couple years old when mom measured here. Oh my gosh, do you think my secret hiding place is still here?"

"It's a wonder that anything's still around at all. You still haven't quite grasped the implications of what's happened. And quite frankly I'm still a little cross over getting the back of my head practically bashed in. Time Lords do feel pain, just like anyone else."

"I met my daughter!" she cried out, a bit far too loudly. "She's so cute. I'm gonna call her Dinky."

"Yes," sighed the Doctor, "I've gathered as much, you seem to be in a bit of a loop, you've already mentioned that before. Also, I should point out, that's not your daughter. It would make no chronological sense for you to be your own daughter."

Ditzy looked at the Doctor with sorrowful eyes. "Dad already nailed shut the secret hiding place. I'm never going to get my four bits. I worked so hard for them too. I mowed the lawn. Doctor, I mowed the lawn for those four bits, and now they're gone forever."

"I'd ask you to focus, but I just feel like my advice won't be heeded. No one ever listens to the nineteen hundred year old Time Lord. Nope."

Ditzy, most suddenly and unexpectedly, gasped. "Martha and Mickey? Why would they be a couple? They have nothing in common. The Face of Boe and Twilight Sparkle dating would make more sense."

"Hmm, yes, completely ignored as usual."

The grey pegasus jumped onto her past self's bed. She began hopping on it. "Come join me, this bed's going to get replaced very soon anyway."

The Doctor, laying his saddlebag by the bed, stretched out his back as he watched the pegasus continue her hopping. "One way or another, I'm sure you've figured out the TARDIS is more than just a time machine."

Ditzy gasped. "The TARDIS is a time machine?"

"…yes. Anyway, you'd think that a ship would be servant to its master, taking him or her where ever he or she sets sail for. But that's not how the TARDIS works. Especially not mine. When it matters the most she'll take me where I need to be, not where I want to go. It's different this time though, isn't it?"

Ditzy stopped jumping on her bed. For the longest moment the wonky-eyed pony gazed intently at the Doctor, perhaps trying her best to connect the dots. "That's right, I already spent those four bits. Silly me." The bed broke under the pony's weight. "So that's why it broke."

"… wonderful! I'm glad you sorted that out."

The sounds of laughter took the grey pony's attention instantly. With a hop off the ruined bed she raced to the window. The doctor in turn moved to watch the filly Ditzy Doo run about the her yard, laughing as her father chased after her via the air. The Doctor's companion watched in silence as her mother lay in the shade of an oak tree. Ditzy tentatively, apprehensively, brushed her hoof against the floor.

"He's alive. Doctor, my papa's alive."

The brown colt, with bated breath, struggled to find the words. "Yes, I suppose he is. But, do you understand why he is? He's alive now, but… later on, he won't be. You do understand that he won't be… around, for much longer, yes?"

She wasn't paying attention. The Doctor looked at the oblivious mare. The bright sunshine highlighted her wild blonde hair and grey, almost glittering coat. With her forehead pressed against the window's glass and a small, blissful smile upon her lips, Ditzy, with dreamy eyes, gazed down at a scene of pure perfection.

"You can't change things. It's been tried before."

A sudden realization struck Ditzy. "She got her father back. They got their parents back. Your companions, the ones before me."

"It's not that simple."

"Because I'm not named after a flower? Because my hair isn't red? Papa and mama and Dinky Doo, that's how it could've been. She'll be happy, because her father won't whisper into the ear of a dying pony forever and ever, saying stuff that isn't true. And mama won't have to cry anymore. You think I don't hear her? Even she doesn't think I can hear her, but I can! It'll be better, Dinky won't have to say idiot things in the streets because nothing's working right, or make her mama worry because she keeps getting into accidents. Dinky will be happy. They'll be happy and he'll teach her how to fly, and she'll be the fastest mailpony ever, just like her dad."

He sat himself by Ditzy. She continued to look out the window as he spoke. "You can be so infuriating sometimes, you know that? What am I supposed to do? All these years-"

"All these years what? You never bothered to tell me who you really were. Who was Doctor Whooves but a fantasy? A lie?" Ditzy bit at her lip, darting her eyes back and forth between the colt outside and the one to her side. "You're such a jerk, urgh. Are you always like this? Even to your friends?"

He didn't respond. They looked away from each other, the two ponies too exasperated, too drained to continue. The sound of laughter persisted. "I'm sorry," she finally said, softly, "for kicking you in the back of the head. I promise it won't happen again."

"Stick a muffin in your eye?" he asked, with a hint of teasing.

Ditzy smiled, though only sadly. "Cross your hearts and hope to fly." Starlight Doo had flown off somewhere, out of Ditzy's vision. Her Dinky, and her mother as well, were no longer to be seen either. "She looked into the eyes of a dying Time Lord. She is not the Badwolf. She sees the atoms of time and space but cannot divide them. She is helpless to control her reality, and destined to die without her father."

Her eyes were vacant, the Time Lord noted. She was in a trance now, her consciousness floating deep in the ether of her tattered mind. But even then, the colt knew she was still there, and would still understand him, even if only distantly. "You're not alone. I'm right here."

"I see everything, and she's so happy." She leaned in on the colt. "It hurts. She's so far away, lost to time. I cried out for him, but he's always so far away. I defy them. I need my Doctor."

Her lips were so close to his, there was barely an inch separating the two. He took her into his front legs, and gently laid her head against his chest. He waited for her to recover her mind. Somewhere outside the Doctor and Ditzy could still hear the laughing of a jovial father and daughter. It was what seemed to sooth Ditzy's mind the most.

"I remember this part…" she said after a moment of prolonged silence. She hopped away from the Doctor and flew out of the room.

"Now where do you think you're off to?" he asked as Ditzy glided down the stairs.

"Dad's going to the market because he forgot to buy oatmeal. Or maybe it was the sugarcubes. But he's going out to the market to get them before they close up. And then… and then, it'll get dark out. The flames and the strange blue box…"

Ditzy looked at the coathanger with some confusion. She could have sworn she had placed her scarf there earlier. She found it by the dinner table. _Weird_, thought Ditzy, who decided to think little of it and quickly wrapped it around her neck on the way to the front door.

"Fine, I might as well tag along, I have little else to do, not like I have to save Equestria from temporal collapse or anything."

Ditzy shook her head. "You have to take Fluttershy home. She lives in Cloudsdale, and she needs an escort because she's really shy, especially at her age. I forgot I even met her." She furrowed her brow. "Why don't I remember that happening? Oh! But she's one of Rainbow Dash's friends. We'll talk then."

"And how am I supposed to escort her? I have no wings!"

This one was a riddle for the ages. When had the Doctor spoken of such impossible things?

"Slingshot. Bye!"

The Doctor turned to see the filly Fluttershy shaking under one of the tables. How long had she been hiding there? "Well, hello again. Would you like a jelly baby? It's candy, very lovely. Oh bollocks I forgot, I haven't carried any in a hundred years."

The filly muttered her response. Something about the slingshot plan.

"You're not going to speak any louder are you?"

Something akin to the beet of a goat escaped from the pony before she keeled over and fainted again. "Right, slingshot is out of the question."

* * *

It was definitely Ponyville, with its train station and pony buildings, and vibrant open market, only, some things were just a little bit different. Sugarcube Corner was still Sugarcube Corner, though the owners were so much younger. Was Mrs. Cup Cake even married yet? Maybe she was still a Miss, though to be sure she was always a little off. And how long would it be till Pinkie Pie worked there? The streets were filled with the faces of ponies she knew, or would one day know, but younger. Years taken off the mayor, who at this point was just an ambitious counsel-pony running for mayor. She watched Cheerlie canter by humming an old Maredonna song, only it must've just come out, because she was dressed in a leather jacket and wedding gown. And neon jelly bracelets, how truly outrageous!

"Kids these days and their crazy fashions. I'll never get it," said Starlight Doo, as he paid for Ditzy's new hat.

The brown, wide brimmed felt fedora sorta matched the earth tones of her scarf. She would have paid for it herself of course, only she had left her bits in a different decade, and retrieving that money would've taken a considerable amount of time.

"You look like an explorer!" cried out filly Ditzy Doo.

The Ditzys watched as a yellow ribbon and an accompanying little yellow jewel were magically added onto the mare Ditzy Doo's new head attire.

"There," said a passing by white unicorn filly with a violet mane, "now it matches your eyes. Your very weird eyes."

_ What a familiar pony, _thought Ditzy as the unicorn trotted off. The pegasus turned her attention to the nearest mirror. Romana remained firmly draped around her neck, her ends occasionally moved by a slight movement or the soft breeze of a cool summer afternoon. The hat had no name, so obviously it would need one. She thought hard for a moment, admiring the jewel and how it did, indeed, match her eyes.

"No," she said, firmly decided, "you're just a hat. A very pretty hat, but a hat none the less."

She turned around the moment she saw it, or at least, believed she had. Something had struck out at her, something that resembled a grey, clawed hand. There was nothing behind her, except for the busy but calm streets of a younger Ponyville, and the grey filly staring at her like she was the most insane pony on the planet.

"Ok, a crazy explorer, but still an explorer!" amended the filly.

"Everything alright Derpy?" asked Starlight as he paid the shopkeeper.

"Urgh, it's Ditz- oh yeah that's right, Derpy. Derpy Hooves. Cause I'm not Ditzy Doo. Of all the spirits, the Elements of Harmony formed together. He's not a pony at all…. What was I saying?"

The pegasus colt looked at her in complete confusion. " You… write poetry for a living?"

"Yes!" she blurted out, "I mean no! Um, thanks for the hat dad, let's talk about something else instead."

"Dad?"

"Mr. Doo! Because you're Mr. Doo. Hah. Not dad." _Wow, it feels so strange saying that._

"He's the bestest, fastest mailpony that ever lived," cried out the filly Ditzy, trotting about with little wings out stretched and flapping.

"Wow…" said the older Ditzy, awe-struck at the thought of it. Somehow she had always known. The greatest flyer in all of Equestria, even counting a future Rainbow Dash. It was strange though, after the initial meeting he wasn't quite what she had remembered. He wasn't as tall as she had remembered, for one thing. And, he was just a little rounder around the waistline, but not by too much. And… was his mane thinning a little? Had she merely imagined how incredible he had been back then? But he still was, the greatest father and mailpony that ever lived!

A group of fillies were playing a game, which little Ditzy decided to join. The mare and her father watched. "The greatest mailpony that ever lived…" said the awed pegasus.

"Huh?" asked Starlight Doo. He chuckled. "Oh yeah, that. My sweet girl, what an angel. She's why I'm quitting my job at the Ponvyille post office. I scored a job at a cloud factory in Cloudsdale, the pay's much better. Plus, it's a much better environment for a pegasus to grow up in. No offense to the unicorn and earth ponies, but you know how those types can be."

_ How those types can be? _What did that mean? And, did he just say he was quitting his job?

"But, you're the greatest mailpony ever, aren't you?" she asked, somewhat distressed.

"Oh come on. You're serious, aren't you? I don't mean to be rude, but you're a little…"

"Hmm?"

"A little slow, aren't you?"

_ Slow_, she said to herself. It stung, what that meant. Even she understood the connotation. "I have a condition. Something happened to me when I was a little filly. I wasn't much older than Dinky."

"You mean Ditzy?"

"Oh…yeah. Ditzy."

The colt's expression changed somewhat. "I don't mean to hurt your feelings, just, I've been noticing. But hey, blood is blood, and you're always welcome in our home. If you're ever in the need of a job, I can help you land a nice and simple one at the post office. Something that won't tax your mind. That's why that doctor's with you, right? To take care of you? Make sure all your needs are met? Somepony like you really shouldn't be left all to herself, it wouldn't be right."

_ Somepony like me… he thinks… I'm somepony like me… _And after all, she had barely held on to her job as a mailpony, a job she had taken because the ponies at the post office had been kind enough to give her a shot, because… because her dad had been a mailpony too. She had tried, she understood now, even though she had hidden away the memories of her father after the accident, she had tried to be just like him, and had failed completely, without even knowing she had.

And her father thought she was the type of pony that couldn't take care of herself, somepony that needed a helping hand, because she couldn't do anything right. The worst part was, regardless of who he was, he was right.

Ditzy looked into the mirror once more, and stared into the face of not an explorer, but of a dumb pony with dull, crossed, idiot eyes, wearing a stupid cheap hat and somepony else's old scarf. How embarrassed she felt now that she understood the truth, for the first time in her life, regarding who she really was.

* * *

"That's the wonderful thing about Equestria, isn't it?" she said to Fluttershy, "on most other planets, parents would be put in prison for letting their kids wander about the land without some sort of supervision. But here, it's completely different. It's… I don't know, a little piece of ponified Heaven."

Fluttershy rode on the Doctor's back, smiling nervously as she listened to him speak the most unbelievable things. Curiosity got the better of her though. "So, Doctor, um, what happened to all the dragons? You said there would be lots and lots of mean dragons everywhere. Not that I want that to happen, but I don't see any. Maybe, if I were to maybe talk to the dragons, I could probably get them to not," at this point she gulped, "eat everypony?"

The Doctor smiled. "You're a brave little one aren't you? Underneath that pink hair lie the eyes of a hero. That's just gorgeous! Oh you wonderful ponies, you'll drive me mad yet."

She don't understand, but he sure sounded really passionate… about something.

"Yes, I know, you don't understand. You will though, one day, just don't worry about it for now. It's not the first time ponykind has completely defied expectations. That's what you lot are good at. The impossible little ponies of Equestria. Take the Universe you all will. Unbelievable."

Fluttershy hid her face under her mane, a single eye darting from the canopy above to the Doctor's coat. Then she noticed it from the corner of her eye, again, a pony galloping. Only, when she turned, it wasn't there.

"Fluttershy?" asked the Doctor.

"Huh? Oh, um, ok…"

"Still rambling like a madman aren't I? Force of habit, I tend to talk to myself quite a bit, since I'm pretty much the smartest living being, man or otherwise, on any given planet. Not to brag of course, I just am. So… yeah, you're a big fan of the animal thing, correct?"

The little pony smiled, perking up her eyes and posture. "Oh yes. I love taking care of all my forest friends. We have a special connection, I can understand them in a way other ponies can't."

The Doctor looked up at the trees of the Whitetail woods. This forest had neither the grandiosity of the silver trees of his homeland, nor did they have that untamed mysteriousness of the Everfree Forest, but as he continued gazing up at the canopy and the beaming sunlight that found its way through the branches and leaves, he couldn't help but smile.

"Do, do you like the forest too?" asked Fluttershy. "I mean, I know you do, I can tell… I love the forest too! Ever sense I discovered it, and all the creatures that live here. Helping animals is my special talent, it's how I got my cutie mark. One day, I want to live here, and raise bunnies and birds, and help the sick and hurt, and maybe make some friends who won't mind that I'm not the best flier, or not the most talkative, or even that I'm kinda a scaredy cat…"

The Doctor's smile grew wider. "Oh you don't have to worry about those things, cause you'll get all that one day. And more. As for scaredy catery, trust me, I, as a pony of the most cowardly type-"

"You are?" Fluttershy asked.

"Oh yes, I'm the biggest coward you'll ever meet, so trust me when I say, you're definitely no coward. What's inside you, that's certainly no weakness. I'd hate to be corny but there's something you have that very few other ponies do."

"What's that?"

"I think it's best you figure that part on your own. That's how these sort of things should be found out, it's the pony way after all. But, in a lot of ways we all have our roles to play. What those are is maybe the biggest mystery. That's the comforting thing about a cutie mark isn't it? A nice cute guide, firmly representative of who we are, unmistakable and very clear. Even then, it only says so much about what we'll end up accomplishing. Everyone's important, but the roles of some are more clear than the roles of others. I-"

"Doctor…"

"Please just a moment, I'm trying to tie it all together, it's a very lovel-"

"D-D-Doctor…"

The doctor stopped mid-pontification. He kept his causal pace, daring neither to stop, nor to run, nor to gaze towards the quivering filly upon his back. He sensed it, something he had long expected never to sense again. "No," he whispered, barely out of Fluttershy's hearing, "it can't be."

"Doctor, there's… there's…."

"Something's out there," he said in little more than whisper, "something's following us, isn't there?"

The little filly, shaking and clinging to the Doctor's mane, could no longer hope to speak. With barely an eye glancing backwards, he whispered to the filly. "Is there someone following us?"

The scared filly, with her mouth shut tight, slowly nodded, the poor girl whimpering and struggling not to cry.

"Is it another pony?"

The filly, slowly turning her head towards the forest behind them, gazed into a direction the Doctor could not see. Slowly she turned her head back. The terrified pony, her eyes wide open, her face in an expression of shock, forced herself to motion her head from side to side.

"Can you fly sweetheart?"

Again she shook her head.

"Alright Fluttershy, hold on to my mane, and don't you let go. We'll have this sorted out in no time. No time. Heh." He gave the scared filly a wink and a smile. "I've got a few tricks up my saddlebag." With a swoop he plunged his head into the bag, and pulling his head back out with all swift haste, turned around and aimed his sonic screwdriver at what lay before them.

"On guard! Whoever's out there, just know, I have a sonic screwdriver between my teeth and a bag full of potassium rich bananas, and that's just about the worst case scenario you can ever possibly imagine. So show yourself, Time Lord."

"It's astonishing," said a voice among the trees, accented with a very proper Gallifreyian inflection, "that your irreverent humor would continue to fall flat after all this time. Intentionality serves no proper excuse." Was the voice coming from behind that tree? Or was it that one? "I think even you Doctor, should know better than to continue your juvenescent antics with the likes of me. That particular illation of course, is directly contingent on you actually identifying my personage. I wonder how good your memory is."

The Doctored huffed. "Let me venture at a guess. Let's see, a pompous, arrogant, cold-hearted Time Lord subject to blazon _pleonasms_. Who knows me personally. No, will be me. It's been far too long, Valeyard."

The Valeyard clapped his hands. The claps echoed, as if coming from every direction at once. _Still in Gallifreyian form then, _thought the Doctor, _and once more, he wants me to know it. _

"Very good Doctor," he finally said, "your equestrian handicap and uncharacteristically long life have failed to slow down the mind of a most flippant rebel. Though perhaps that's more a of detriment."

"Come out Valeyard. You and I, we'll talk, Time Lord to Time Lord. No trials, no children, just you and I, we'll even engaged in our customary slander, I know you enjoy that the most. What do you say?"

A storm was brewing up above, forming far too quickly for it to have been the work of pegasi. The wind began to blow, picking up leaves and debris from the forest and canopy above. A single bolt of lightning streaked across the sky, accompanied by a thunderclap so loud it made Fluttershy shriek. "Hold on tight," the Doctor said as she buried her head in his mane.

"As you can see," cried out the Valeyard, still hiding behind a veil of wood and leaf, "you're not exactly in the most optimal position to be making demands. Don't worry, we'll be meeting again. If you survive that is."

He was gone. He knew because he couldn't sense him anymore. But the storm had not passed; it had only gotten worse. He scanned the sky. Temporal distortions rapidly building in every direction. The paradox had finally begun to do its damage. Only, it was happening all wrong.

"Alright Fluttershy," yelled the Doctor, trying his best not to be drowned out by the growing windstorm, "he's gone. We're heading to the TARDIS right now, we'll be safe there, I promise."

"DOCTOR!" screamed the filly. She screamed louder than he had ever heard her scream before, as the pony saw something even the Doctor hadn't been prepared for. The Time Lord kept his screwdriver clenched tightly between his teeth. He kept his eyes on the stony silhouette of a long dead foe, her wings spread in frozen anticipation, her hands covering her weeping face. Another thunderbolt lit the monster from the Doctor's past in an eerie glow. The Weeping Angel had returned from the forever of its extinction. He walked backwards, daring not break sight with the creature. A single blink of his eye would spell their deaths.

Another one of Fluttershy's screams pierced through the howling shrieks of the raging storm. There was a second Weeping Angel, off to the corner of his eye, her arms extended as if to swipe. Another caught his sight, and then another. He lost sight of one, by the time he regained sight of her she was barely a foot away. And still more, each advancing each time he lost sight of them for a single moment. The forest caught fire, snow and hail began to pelt them. It was like the world truly was ending.

"Fluttershy, listen me, he said to the screeching filly. "open your eyes! These creatures move only if you lose sight of them. Pay attention please! Open your eyes, and don't blink! Don't blink!"

* * *

Something strange was happening, though what it was Ditzy couldn't discern. "Order in the court!" she shouted, slamming her hoof against the dirt. She hopped onto a salecolt's apple pie cart and smacked a pot at the cart like gable. "The court is now in session, the princess will now plead guilty. Give me the seven or I'll call a mistrial!"

"Derpy, what's wrong?" asked Starlight. "Take a seat, I think your condition is acting up. Are you taking medication, something to calm you down?"

"Hey, she's ruining my pie cart!" cried out the distressed pie salescolt.

"Dad," she whispered, quivering under the concerned colt's gaze. Something was horribly wrong, she could barely see anything at all. It was all a blinding yellow glare.

"No, it's me, Starlight Doo, look, we'll take you back to your doctor friend ok? Come on, Derpy, come one!"

"No!" she squealed, "Daddy, I can still remember the first time you took me to the Summer Sun Celebration. My ice cream fell on the floor, and I cried. But you shared yours with me. And mom was so upset because you spoiled my dinner, but she forgave you, because she loves you. You told me about the stars. Orion the Hunter, the Ursas Minor and Major. We even made one up."

The colt stared at her, both fearful and confused. "How did you…why do you keep calling me dad? Who are you?"

A set of tears ran down Ditzy's cheeks. She couldn't make the light blinding her mind go away, no matter how hard she tried. "Red flames scorching pony flesh. Oh Gods, the flames. It's me papa, I'm Ditzy Doo."

"That's impossible," he muttered, "you can't be. But you look so much like her. Derpy?"

Starlight glared into the eyes of the mad pony. It was like her mind was no longer there.

The clock tower erupted into a ball of pure red flames. Screams filled the air. Starlight Doo covered the comatose mare with his own body, and about the madness around him, realized his daughter was no where to be found. "Ditzy? Ditzy Doo? DITZY!"

_**To be Continued.**_


End file.
